Common use of Entire Agreement; Amendments and Waivers Clause in Contracts

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the documents and instruments and other Transfer Documents represent agreements specifically referred to herein or delivered pursuant hereto, including the exhibits hereto, (a) constitute the entire understanding agreement among the Parties, CNX, NBL, DevCo I LP, DevCo II LP and agreement between the Parties DevCo III LP with respect to the subject matter hereof and thereof and supersede all prior agreements and contemporaneous agreements, understandings and negotiationsunderstandings, both written and oral, express or implied, between and among the Parties Parties, CNX, NBL, DevCo I LP, DevCo II LP and DevCo III LP with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement hereof and (b) are not intended to confer upon any other Person or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement entity any rights or the other Transfer Documents, and neither Party shall be bound by, remedies hereunder except as Article VIII or be liable for, any alleged representation, warranty, promise, inducement Article X contemplates or statement of intention not embodied except as otherwise expressly provided herein or therein. This Agreement can be amended, supplemented or changed, Each Party agrees that (i) no other Party (including its agents and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with representatives) has made any representation, warranty, covenant or agreement contained hereinto or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. The No supplement, modification or waiver by any Party hereto of a breach of any provision of this Agreement shall not operate be binding unless executed in writing by all of the Parties or be construed as a further if such supplement, modification or continuing waiver is with respect to Section 5.5, executed in writing by all of the Parties, CNX, NBL, DevCo I LP, DevCo II LP and DevCo III LP. No waiver of such breach any of the provisions of this Agreement shall be deemed or as shall constitute a waiver of any other or subsequent breach. No failure on the part provision hereof (regardless of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereofwhether similar), nor shall any single such waiver constitute a continuing waiver unless otherwise expressly provided. Any amendment or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 waiver of this Agreement will not be triggered by the initiation of an action Partnership Parties made prior to the Closing shall be approved in advance by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure AgreementConflicts Committee.

Entire Agreement; Amendments and Waivers. This Agreement (including Except for the Schedules, Exhibits and Appendices hereto)Confidentiality Agreement, the Asset Purchase LLC Agreement, the Employee Transition Agreement, the Indemnification Agreement, the Transitional Seconding Agreements, the OGE Services Agreement, the ETP Service Agreement and the other Transfer Documents represent Omnibus Agreement, this Agreement and the exhibits and schedules hereto constitute the entire understanding and agreement between and among the Parties with respect hereto pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings understandings, negotiations and negotiationsdiscussions, both whether oral or written, of the Parties, and there are no warranties, representations or other agreements between or among the Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. Except as expressly set forth in this Agreement (including the representations and warranties set forth in Articles III and IV), (i) the Parties acknowledge and agree that none of OGE, ETP or any other Person has made, and the Parties are not relying upon, any covenant, representation or warranty, written and or oral, express statutory, expressed or implied, between and among the Parties with respect as to the Enogex Group Entities or the ETIH Group Entities, as applicable, or as to the accuracy or completeness of any information regarding any party furnished or made available to any other party and (ii) no party shall have or be subject matter to any liability to any other Person, or any other remedy in connection herewith, based upon the distribution to any other Person of, or any other Person’s use of this Agreementor reliance on, any such information or any information, documents or material made available to such Person in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby. No representationsupplement, warranty, promise, inducement modification or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not operate be deemed or be construed as constitute a further or continuing waiver of such breach right or as remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other or subsequent breach. No failure on the part provision hereof (regardless of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereofwhether similar), nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementwaiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Agreement Seller Documents, the Company Documents, and the other Transfer Buyer Documents represent the entire understanding and agreement between the Parties parties with respect to the subject matter hereof, supersede all prior oral discussions and written agreements between the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express (including any term sheet or implied, between and among the Parties with respect similar agreement or document relating to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documentstransactions contemplated hereby), and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect. The parties represent and acknowledge that in executing this Agreement, the parties did not rely, and have not relied, on any communications, promises, statements, inducements, or representation(s), oral or written, by any other party hereto, except as expressly contained in this Agreement; provided, that (a) Sellers and the Company acknowledge that Buyer relied on, among other things, the representations and warranties contained in this Agreement, the Seller Documents and the Company Documents, in deciding whether to enter into this Agreement, and (b) Buyer acknowledges that Sellers relied on, among other things, the representations and warranties contained in this Agreement and the Buyer Documents, in deciding whether to enter into this Agreement. The parties hereto represent that they relied on their own judgment in entering into this Agreement. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. A breach of this Agreement shall not preclude injunctive relief. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy, including injunctive relief. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one law or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementequity.

Entire Agreement; Amendments and Waivers. This Agreement (including the SchedulesExhibits hereto, Exhibits if any) constitutes the full and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent the entire understanding and agreement between among the Parties parties with respect regard to the subjects hereof and thereof and supersedes all other agreements of the parties hereto relating to the subject matter hereof and thereof (including, without limitation, the Prior Agreement). Any term of this Agreement may be amended, modified or terminated, and supersede the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the outstanding Series D Preferred Stock which majority must include [***]. Notwithstanding the foregoing, [***]. Any amendment, modification, termination or waiver so effected shall be binding upon all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties hereto and all Parties’ respective successors and permitted assigns, whether or not any such Party, successor or assign entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, any provision hereof may be waived by the waiving Party on such Party’s behalf, without the written consent of any other Party. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Investor without the subject matter written consent of this Agreement. No representationsuch Investor, warrantyunless such amendment, promisetermination, inducement or statement of intention has been made by either Party that is not embodied waiver applies to all Investors in the same fashion, (ii) no amendment or modification to, or waiver or termination of, this Agreement, the Asset Purchase Agreement (by merger, consolidation or the other Transfer Documents, and neither Party otherwise) shall be bound byeffective as to any Investor without that Investor’s written consent if such amendment, modification, waiver or termination would impose or would reasonably be expected to impose, any non-competition or non-solicitation covenant on such Investor or would otherwise restrict, or would reasonably be liable forexpected to otherwise restrict, such Investor from conducting any alleged representation, warranty, promise, inducement business or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementcommercial activity [***].

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Schedules and Appendices exhibits hereto), the Asset Purchase Agreement Ancillary Agreements and the other Transfer Documents Confidentiality Agreement represent the entire understanding and agreement between among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede hereof. This Agreement supersedes all prior and contemporaneous agreements, understandings and arrangements, Contracts, discussions, negotiations, both undertakings and understandings (whether written and or oral, express or implied, ) between and among the Parties parties with respect to the such subject matter of this (other than the Confidentiality Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein). This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionThe parties hereto have voluntarily agreed to define their rights, Liabilities and obligations with respect to the Subject Transactions exclusively in contract pursuant to the express terms and provisions of Section 5.3 of this Agreement will and the Ancillary Agreements, and, except as set forth on Schedule 4.28, the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not be triggered by expressly set forth in this Agreement or the initiation of an action by either Party Ancillary Agreements. Except as set forth on Schedule 4.28,(a) the sole and exclusive remedies for contractual any breach of one the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or more as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the Subject Transactions shall be those remedies available at Law or in equity for breach of contract against the parties to this Agreement only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement) and (b) the parties hereby agree that neither party hereto shall have any remedies or causes of action (whether in contract, the Asset Purchase Agreementtort or otherwise) for any statements, the other Transfer Documents communications, disclosures, failures to disclose, representations or the Non-disclosure warranties not explicitly set forth in this Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Northrop Grumman Disclosure Letter and Appendices exhibits and schedules hereto), the Asset Purchase Agreement Confidentiality Agreement, the other Ancillary Agreements, the letter referred to in Section 5.16(b) and the other Transfer Documents letter agreement between Northrop Grumman and BCP dated the date hereof represent the entire understanding and agreement and supersede all prior agreements and understandings, oral or written, between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall will be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall will not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall will operate as a waiver thereof, nor shall will any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionEXCEPT AS EXPRESSLY PROVIDED HEREIN, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this AgreementNEITHER NORTHROP GRUMMAN NOR TRW MAKES ANY REPRESENTATION OR WARRANTY CONCERNING THE AUTOMOTIVE ASSETS AND EQUITY INTERESTS OR THE AUTOMOTIVE BUSINESS, the Asset Purchase AgreementINCLUDING AS TO THE QUALITY, the other Transfer Documents or the Non-disclosure AgreementCONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD PURSUANT HERETO "AS IS AND WHERE IS."

Entire Agreement; Amendments and Waivers. This Agreement (Agreement, including all of the Schedules, Exhibits and Appendices Schedules hereto), the Asset Purchase Agreement other Transaction Documents and the other Transfer Documents represent Confidentiality Agreement contain the entire understanding of the parties, supersedes all prior agreements and agreement between the Parties with respect understandings relating to the subject matter hereof and thereof and supersede all prior shall not be amended except by a written instrument hereafter signed by the Buyer, Parent and contemporaneous agreementsthe Seller. Notwithstanding anything to the contrary in this ‎Section 12.3, understandings and negotiations, both written and oral, express no term or implied, between and among the Parties condition of this Agreement with respect to the subject matter ‎Section 10.7 (Seller’s Release), ‎12.3 (Amendment), ‎12.4 (Governing Law), ‎12.5 (Waiver of this Agreement. Jury Trial), ‎12.7 (Assignment) or ‎12.8 (No representation, warranty, promise, inducement or statement of intention has been made by either Third Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can Beneficiaries) may be amended, supplemented modified or changedwaived by any party to the extent such amendment, and modification or waiver would modify the substance of such sections in a manner that is adverse to the interests of any provision hereof can be waivedFinancing Party, only by in each case without the written instrument making specific reference to this Agreement signed by both Partiesconsent of such Financing Party. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreement.

Entire Agreement; Amendments and Waivers. This Agreement Agreement, ---------------------------------------- together with all exhibits and schedules hereto and thereto (including the Schedules, Exhibits and Appendices heretoDisclosure Schedule), the Asset Purchase Agreement and the other Transfer Documents represent constitutes the entire understanding and agreement between the Parties with respect pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings understandings, negotiations and negotiationsdiscussions, both written and oralwhether oral or written, express or impliedof the Parties. THE REPRESENTATIONS AND WARRANTIES BY SELLER IN THIS AGREEMENT AND ANY EXHIBITS OR SCHEDULES HERETO, between and among the Parties with respect to the subject matter of this Agreement. No representationAND ANY OTHER AGREEMENTS OR DOCUMENTS TO BE EXECUTED BY SELLER IN CONNECTION HEREWITH, warrantyCONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER TO BUYERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, promiseAND BUYERS UNDERSTAND, inducement or statement of intention has been made by either Party that is not embodied in this AgreementACKNOWLEDGE AND AGREE THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, the Asset Purchase Agreement or the other Transfer DocumentsBUT NOT LIMITED TO, and neither Party shall be bound byANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, or be liable forRESULTS OF OPERATIONS, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinASSETS OR LIABILITIES OF THE DIVISION) ARE SPECIFICALLY DISCLAIMED BY SELLER. This Agreement can may not be amended, supplemented or changed, and any provision hereof can be waived, only amended except by written an instrument making specific reference to this Agreement in writing signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyeach of the Parties hereto. No amendment, shall be deemed to constitute a supplement, modification or waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing binding unless executed in writing by the Party to be bound thereby. No waiver of such breach any of the provisions of this Agreement shall be deemed or as shall constitute a waiver of any other provision hereof (whether or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereofnot similar), nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementwaiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits exhibits and Appendices schedules hereto), the Asset Purchase Confidentiality Agreement, the Local Agreements and any side letter agreements executed contemporaneously with this Agreement and the other Transfer Documents represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waivedwaived (except that this Agreement and any transfer deed, notarial deed, or similar document at transfer may not be dissolved after Closing), only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions event of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of any conflict among this Agreement, the Asset Purchase Confidentiality Agreement and the Local Agreements, this Agreement shall prevail over the Local Agreements and the Confidentiality Agreement, and the other Transfer Documents or Local Agreements shall prevail over the Non-disclosure Confidentiality Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Northrop Grumman Disclosure Letter and Appendices exhibits and schedules hereto), the Asset Confidentiality Agreement, the other Ancillary Agreements, the letter referred to in Section 5.16(b), the letter agreement dated the date hereof between Northrop Grumman and BCP, the Foreign Purchase Agreement Agreements, the letter agreement dated as of February 5, 2003 between Northrop Grumman and BCP (relating to the Xxxxx Xxxx) (the "XXXXX LETTER"), the letter agreement dated as of February 27, 2003 between Northrop Grumman and BCP (relating to TRW Koyo Steering Systems Company) and the other Transfer Documents letter agreement dated as of February 28, 2003 between Northrop Grumman and BCP (relating to the Agreed Assumed Indebtedness) represent the entire understanding and agreement and supersede all prior agreements and understandings, oral or written, between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall will be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall will not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall will operate as a waiver thereof, nor shall will any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionEXCEPT AS EXPRESSLY PROVIDED HEREIN, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this AgreementNEITHER NORTHROP GRUMMAN NOR TRW MAKES ANY REPRESENTATION OR WARRANTY CONCERNING THE AUTOMOTIVE ASSETS AND EQUITY INTERESTS OR THE AUTOMOTIVE BUSINESS, the Asset Purchase AgreementINCLUDING AS TO THE QUALITY, the other Transfer Documents or the Non-disclosure AgreementCONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD PURSUANT HERETO "AS IS AND WHERE IS."

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Schedules and Appendices exhibits hereto), the Asset Purchase Agreement ) and the other Transfer Documents Confidentiality Agreement represent the entire understanding and agreement between among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede hereof. This Agreement supersedes all prior and contemporaneous agreements, understandings and arrangements, Contracts, discussions, negotiations, both undertakings and understandings (whether written and or oral, express or implied, ) between and among the Parties parties with respect to the such subject matter of this (other than the Confidentiality Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein). This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionThe parties hereto have voluntarily agreed to define their rights, Liabilities and obligations with respect to the provisions of Section 5.3 of transactions contemplated by this Agreement will not be triggered by exclusively in contract pursuant to the initiation of an action by either Party for contractual breach of one or more express terms and provisions of this Agreement, and the Asset Purchase parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. The sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the other Transfer Documents transactions contemplated by this Agreement shall be those remedies available at Law or in equity for breach of contract against the Non-disclosure parties to this Agreement only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement), and the parties hereby agree that neither party hereto shall have any remedies or causes of action (whether in contract, tort or otherwise) for any statements, communications, disclosures, failures to disclose, representations or warranties not explicitly set forth in this Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Schedules and Exhibits and Appendices hereto), the Asset Purchase Confidentiality Agreement and the other Transfer Documents Ancillary Agreements represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect hereof. Prior to the subject matter of Closing, this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought (which, in the case of the Company, shall require the prior approval of its Board of Directors). After the Closing, this Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by Purchaser, on the one hand, and the Stockholder Representative, on the other hand. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreement.

Entire Agreement; Amendments and Waivers. This Escrow Agreement contains the entire agreement (including representations, warranties and covenants) among the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent the entire understanding and agreement between the Parties with respect parties hereto pertaining to the subject matter hereof and thereof and supersede supersedes all prior and contemporaneous agreements, understandings and negotiations, both written and oraldiscussions, express arrangements or implied, between and among the Parties understandings with respect thereto. No amendment, supplement, modification or waiver of this Escrow Agreement shall be binding unless executed in writing by the Escrow Agent, the Required Holders (as that term is defined in the Securities Purchase Agreement) and the Company, provided however that, except with the prior written consent of one hundred percent (100%) of the Purchasers, no amendment to this Agreement can affect the time, amount or allocation of any payments, change the percentage 8 specified in the definition of Required Holders as contained in the Securities Purchase Agreement or consent to the subject matter assignment or transfer by the Company or any of its Subsidiaries of their respective obligations under this Agreement. No representation, warranty, promise, inducement Any amendment or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision herein shall be effective only for the purposes and period of this Agreement time expressly set forth therein and shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of entitle the Company to any other waiver or subsequent breachamendment in similar or other circumstances. No course of dealing between the Company and any Purchaser, nor any failure to exercise or any delay in exercising on the part of any Party to exercise, and no delay in exercisingthe Purchasers, any right, remedy, power or remedy hereunder privilege herein shall operate as a waiver thereof, ; nor shall any single or partial exercise of such any right, remedy, power or remedy by such Party privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or remedyprivilege. The rights, remedies, powers and privileges hereunder are cumulative and not exclusive of any rights remedies, powers and privileges provided by law. In addition, addition to the provisions of Section 5.3 of remedies provided in this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Escrow Agreement, the Asset Purchase Agreement, the other Transfer Documents any party may pursue any and all remedies now or the Non-disclosure Agreementhereafter existing at Law or in equity.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Agreement ) and the other Transfer Documents represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto)Agreement, the Asset Purchase Agreement exhibits and schedules hereto and the other Transfer Transaction Documents represent constitute the entire understanding and agreement between and among the Parties with respect pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings understandings, negotiations and negotiationsdiscussions, both written whether oral or written, of the Parties, and oralthere are no warranties, express representations or implied, other agreements between and or among the Parties in connection with respect to the subject matter of this Agreementhereof except as set forth specifically herein or contemplated hereby. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied Except as expressly set forth in this Agreement, the Asset Purchase Agreement SEM Disclosure Schedule, the NGL Disclosure Schedule and in any agreement delivered pursuant to Section 2.1 hereof (including the representations and warranties set forth in Articles III and IV), (i) the Parties acknowledge and agree that none of the Parties or any other Person has made, and the Parties are not relying upon, any covenant, representation or warranty, written or oral, statutory, expressed or implied, as to the SEM Group Entities or the NGL Group Entities, as applicable, or as to the accuracy or completeness of any information regarding any Party furnished or made available to any other Transfer Documents, Party and neither (ii) no Party shall have or be bound bysubject to any liability to any other Person, or be liable forany other remedy in connection herewith, based upon the distribution to any other Person of, or any other Person’s use of or reliance on, any alleged representationsuch information or any information, warrantydocuments or material made available to such Person in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, promiseor in connection with, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe transactions contemplated hereby. No action taken pursuant to this Agreementsupplement, including any investigation by modification or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. The failure of a Party to exercise any right or remedy shall not operate be deemed or be construed as constitute a further or continuing waiver of such breach right or as remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other or subsequent breach. No failure on the part provision hereof (regardless of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereofwhether similar), nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementwaiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement (including together with the SchedulesMerger Agreement, Exhibits and Appendices hereto), any ancillary agreement to which the Asset Purchase Agreement and the other Transfer Documents represent parties hereto are party) (i) represents the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof hereof, and thereof and supersede (ii) supersedes all prior and contemporaneous agreements, understandings and negotiationsunderstandings, both written and oral, express or implied, between and among the Parties parties hereto with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinhereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement Agreement, signed by both Purchaser Parties and Company Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionAll rights, the provisions of Section 5.3 of remedies and benefits expressly provided for in this Agreement will are cumulative and are not be triggered exclusive of any rights, remedies or benefits provided for by the initiation of an action by either Party for contractual breach of one law or more of in this Agreement, and the Asset Purchase Agreement, exercise of any remedy by a party hereto shall not be deemed an election to the exclusion of any other remedy (any such claim by the other Transfer Documents or the Non-disclosure Agreementparty hereto being hereby waived).

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Confidentiality Agreement and the other Transfer Documents represent Escrow Agreement, contain the entire understanding and agreement between of the Parties parties hereto and thereto with respect to the subject matter hereof and thereof thereof, and supersede all prior and contemporaneous agreementsprevious written or oral negotiations, commitments, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinwritings. This Agreement can may be amended, modified, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference duly executed by all of the parties hereto. Any party hereto may, by written notice to the other parties hereto (a) extend the time for performance of any of the obligations of the other party under this Agreement, (b) waive any inaccuracies in the representations or warranties of the other party contained in this Agreement, (c) waive compliance with any of the conditions or covenants of the other party contained in this Agreement signed by both Partiesor (d) waive or modify performance of any of the obligations of the other party under this Agreement. No Except as provided in the immediately preceding sentence, no action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, condition, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, whether of a similar or dissimilar nature. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure AgreementLaw.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Schedules and Appendices hereto), the Asset Purchase Agreement Exhibits) and the other Transfer Documents Confidentiality Agreement represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinhereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. Notwithstanding the foregoing, as described herein Schedule B may be amended from time to time by the Purchaser Representative in connection with the execution and delivery of a Joinder Agreement by a Purchaser Designee or the delivery of an Additional Purchase Notice, without the consent or approval of the Company or any other Party hereto. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementlaw.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement Schedules hereto and the other Transfer Documents Company Disclosure Schedule) and the Confidentiality Agreement represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinhereof. This Agreement can may only be amended, supplemented or changed, and any changed by a written instrument signed by each of the parties hereto. Each provision hereof can in this Agreement may only be waived, only waived by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such provision so waived is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionNotwithstanding anything to the contrary contained herein, none of the provisions of Section 5.3 Financing Source Sections (and any other provision of this Agreement will not to the extent an amendment, modification, waiver or termination of such provision would modify the substance of the Financing Source Sections) may be triggered by amended, modified, waived or terminated in any manner adverse to the initiation Financing Sources identified in the Commitment Letters in any material respect without the prior written consent of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementapplicable Financing Source.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedulesschedules and exhibits hereto) and other agreements, Exhibits documents, and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent instruments contemplated hereby represents the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof hereof. This Agreement may not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the parties hereto and thereof and supersede all prior and contemporaneous agreementsby the Required Consenting Lenders (except as expressly provided for in Section 2.6) and, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to any amendment, modification or supplement with respect to Section 14.11, the subject matter Mortgage Lenders. Any term or provision of this Agreement. No representation, warranty, promise, inducement Agreement may be waived by the parties or statement parties entitled to the benefit thereof which waiver will only be effective if it is authorized in writing by an authorized representative of intention has been made by either Party that is not embodied in this Agreementsuch party and with respect to any waiver of Section 14.11, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both PartiesMortgage Lenders. No action taken pursuant to this Agreement, including including, any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionExcept as otherwise provided herein, all remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. Notwithstanding anything to the provisions contrary contained in this Agreement, this Agreement shall not be deemed to modify (i) the obligations owed by the parties hereto to the Lenders or the Mortgage Lenders pursuant to the Opco Plan Support Agreement or the Propco Plan Support Agreement, as the case maybe, or (ii) the consent rights of Section 5.3 the Required Consenting Lenders or FG or the Mortgage Lenders set forth in the Opco Plan Support Agreement or FG or the Mortgage Lenders, under the Propco Plan Support Agreement or any other Contract, provided, however, that the parties acknowledge and agree that the terms of this Agreement will not be triggered by supersede the initiation Opco Term Sheet and Annex 9 to the Propco Term Sheet, in each case, to the extent of an action by either Party for contractual breach of one or more any inconsistency with the terms of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent exhibits and schedules hereto constitute the entire understanding and agreement between and among the Parties with respect parties hereto pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings understandings, negotiations and negotiationsdiscussions, both written whether oral or written, of the parties, and oralthere are no warranties, express representations or other agreements between or among the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. Except as expressly set forth in this Agreement (including the representations and warranties set forth in Articles III and IV), (a) the parties acknowledge and agree that neither the WMZ Group Entities nor any other Person has made, and the WPZ Group Entities are not relying upon, any covenant, representation or warranty, expressed or implied, between and among the Parties with respect as to the WMZ Group Entities or as to the accuracy or completeness of any information regarding any WMZ Group Entity furnished or made available to any WPZ Group Entity and (b) the WMZ Parties shall not have or be subject matter to any liability to any WPZ Group Entity or any other Person, or any other remedy in connection herewith, based upon the distribution to any WPZ Group Entity of, or any WPZ Group Entity’s use of this Agreement. No representationor reliance on, warrantyany such information or any information, promisedocuments or material made available to the WPZ Group Parties in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, inducement or statement of intention has been made by either Party that is not embodied in this Agreementconnection with, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereintransactions contemplated hereby. This Agreement can may be amendedamended by the parties hereto, supplemented by or changedpursuant to action taken by their (or their general partner’s or their managing member’s general partner’s) respective boards of directors or conflicts committees, at any time before or after approval of the matters presented in connection with the Merger and related transactions by the Holders of WMZ Common Units, but, after any provision hereof can such approval, no amendment shall be waived, only made which by written instrument making specific reference to this Agreement signed Law requires further approval by both Partiessuch unitholders without such further approval. No action taken pursuant to this Agreementsupplement, including any investigation by modification or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not operate be deemed or be construed as constitute a further or continuing waiver of such breach right or as remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other or subsequent breach. No failure on the part provision hereof (regardless of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereofwhether similar), nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementwaiver constitute a continuing waiver unless otherwise expressly provided.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices Schedules hereto), the Asset Purchase Agreement any Ancillary Agreements hereto and the other Transfer Documents Confidentiality Agreement represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof thereof, and supersede all prior agreements and contemporaneous agreements, understandings and negotiationsundertakings, both written and oraloral (including, express or implied, between and among in the Parties with respect to the subject matter case of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreementany conflict, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinContribution Agreements). This Agreement can be amended, supplemented or changedamended, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe Party against whom enforcement of any such supplement, amendment, or waiver is sought; provided, that the Xerox Provisions (and any definitions used in such provisions or other provisions of this Agreement to the extent an amendment, supplement, waiver or other modification of such definitions or other provisions would modify the substance of such Xerox Provisions) shall not be amended, supplemented, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Debt Financing Sources without the prior written consent of the Debt Financing Sources. No action taken pursuant to this Agreement, including any investigation by or on behalf of any a Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any a Party to exercise, and no delay by a Party in exercising, any right, power or remedy hereunder shall operate as a waiver thereofthereof by such Party, nor shall any single or partial exercise of such right, power or remedy by such a Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered remedy by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementsuch Party.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Agreement and the other Transfer Documents represent ) represents the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both PartiesPurchaser Representative, in the case of an amendment, supplement, modification or waiver sought to be enforced against any Purchaser, Parent or any third party beneficiary Affiliated as of the date of this Agreement with any Purchaser or Parent, or SHHC, in the case of an amendment, supplement, modification or waiver sought to be enforced against any Seller or any third party beneficiary Affiliated as of the date of this Agreement with any Seller. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No Except as explicitly set forth in the Transaction Documents, no failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementlaw.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the FZE Asset Purchase Agreement Agreement, the Consulting Agreement, the Noncompetition Agreement, the Shareholder Documents, the Seller 70 Documents and the other Transfer Purchaser Documents represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect. The parties hereto represent and acknowledge that in executing this Agreement, the parties did not rely, and have not relied, on any communications, promises, statements, inducements, or representation(s), oral or written, by any other party hereto, except as expressly contained in this Agreement. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure AgreementLaw.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedulesschedules, Exhibits annex and Appendices exhibits hereto), the Asset Purchase Agreement ) and the other Transfer Related Documents represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought; provided, however, that, from and after the Closing, the Holder Representative shall be authorized to execute any such written instrument by and on behalf of any and all Equityholders against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionAll remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. Notwithstanding anything to the contrary in this Section 10.5, following receipt of the provisions of Section 5.3 of Stockholder Approval, no amendment, modification or supplement to this Agreement will not that under applicable Law requires the further approval of the Stockholders shall be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementmade without first obtaining such approval.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Agreement ) and the other Transfer Related Documents represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought; provided, however, that, from and after the Closing, the Equityholder Representative shall be authorized to execute any such written instrument by and on behalf of any and all Equityholders against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionAll remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. Notwithstanding anything to the contrary in this Section 10.5, following receipt of the provisions of Section 5.3 of Stockholder Approval, no amendment, modification or supplement to this Agreement will not that under applicable Law requires the further approval of the Stockholders shall be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementmade without first obtaining such approval.

Entire Agreement; Amendments and Waivers. This Agreement (Agreement, including all of the Schedules, Exhibits and Appendices Schedules hereto), the Asset Purchase Agreement and the other Transfer Documents represent contains the entire understanding of the Parties, supersedes all prior agreements and agreement between understandings (other than the Parties with respect Confidentiality Agreement) relating to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made shall not be amended except by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by a written instrument making specific reference to this Agreement hereafter signed by both PartiesBuyer and Seller. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionEach of the Buyer and Seller acknowledges and agrees that, except for the provisions of Section 5.3 of representations and warranties expressly set forth in this Agreement will not be triggered and in the other Transaction Documents, neither Seller nor the Buyer, respectively, makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated by the initiation of an action by either Party for contractual breach of one or more of this Agreement, and neither the Asset Purchase Agreement, Buyer nor Seller is relying on any representation or warranty except for those expressly set forth in this Agreement or the other Transfer Documents or the Non-disclosure AgreementTransaction Documents.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedulesschedules and exhibits hereto, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent if any) represents the entire understanding and agreement between the Parties parties with respect to the subject matter hereof and thereof replaces and supersede all prior supersedes in its entirety the Professional Services Agreement (the “Prior Agreement”), dated as of November 2, 2012, by and contemporaneous agreementsbetween PSD Partners, understandings LLC and negotiationsPriority Payment Systems, both written LLC, as amended, and oralthe Manager, express on behalf of himself and PSD Partners, LLC, acknowledges and agrees that no further are amounts are owned to either of them under the Prior Agreement; provided, however, that any remaining (i) indemnification obligations under the Prior Agreement or implied, between and among (ii) expense reimbursement claims under the Parties with respect to the subject matter Prior Agreement in an aggregate amount of less than $2,500 or as otherwise listed on Schedule A attached hereto shall survive execution of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant the Companies, in the case of an amendment, supplement, modification or waiver sought to this Agreementbe enforced against the Companies, including any investigation by or on behalf the Chairman, in the case of any Partyan amendment, shall supplement, modification or waiver sought to be deemed to constitute a waiver by enforced against the Party taking such action of compliance with any representation, warranty, covenant or agreement contained hereinChairman. The waiver by any Party hereto party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementlaw.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement Partnership Disclosure Schedule and the other Transfer Documents Parent Disclosure Schedule) and the Confidentiality Agreements represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinhereof. This Agreement can may only be amended, supplemented or changedchanged by a written instrument signed by each of the parties hereto; provided, that this proviso of this sentence in this Section 11.4, Section 11.5(a) (only to the extent such provision is incorporated in Section 11.5(b) by reference), Section 11.5(b), Section 11.6, Section 11.9(a)(viii) and Section 11.10 may not be modified, waived or terminated in a manner that is adverse in any respect to the Debt Financing Sources without the prior written consent of the Lead Debt Financing Sources. Each provision hereof can in this Agreement may only be waived, only waived by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such provision so waived is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Agreement Parent Side Agreement, the Pre-Closing Side Agreement, the Confidentiality Agreement, dated August 14, 2003, between Seller and Xxxx Equity Development LLC, as heretofore or hereafter amended and supplemented (the “Confidentiality Agreement”), and the other Transfer Seller Documents and Purchaser Documents to be executed and delivered (and to only then become effective) herewith or at Closing represent the entire understanding and agreement between among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and contemporaneous agreementsunderstandings, understandings and negotiationsany and all prior representations and warranties, both written and oral, express among or implied, between and among any of the Parties parties with respect to the subject matter hereof and thereof. The Confidentiality Agreement shall terminate at Closing and be of this Agreement. No representationno further force and effect, warranty, promise, inducement or statement of intention has been made by either Party except that is not embodied in this Agreement, it shall survive the Asset Purchase Agreement or Closing with respect to any breaches thereof prior to the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinClosing solely with respect to Seller Confidential Information. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionExcept as expressly provided herein, the provisions all remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure AgreementLaw.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Northrop Grumman Disclosure Letter and Appendices exhibits and schedules hereto), the Asset Confidentiality Agreement, the other Ancillary Agreements, the letter referred to in Section 5.16(b), the letter agreement dated the date hereof between Northrop Grumman and BCP, the Foreign Purchase Agreement Agreements, the letter agreement dated as of February 5, 2003 between Northrop Grumman and BCP (relating to the Lxxxx Xxxx) (the “Lxxxx Letter”), the letter agreement dated as of February 27, 2003 between Northrop Grumman and BCP (relating to TRW Koyo Steering Systems Company) and the other Transfer Documents letter agreement dated as of February 28, 2003 between Northrop Grumman and BCP (relating to the Agreed Assumed Indebtedness) represent the entire understanding and agreement and supersede all prior agreements and understandings, oral or written, between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall will be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall will not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall will operate as a waiver thereof, nor shall will any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionEXCEPT AS EXPRESSLY PROVIDED HEREIN, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this AgreementNEITHER NORTHROP GRUMMAN NOR TRW MAKES ANY REPRESENTATION OR WARRANTY CONCERNING THE AUTOMOTIVE ASSETS AND EQUITY INTERESTS OR THE AUTOMOTIVE BUSINESS, the Asset Purchase AgreementINCLUDING AS TO THE QUALITY, the other Transfer Documents or the Non-disclosure AgreementCONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD PURSUANT HERETO “AS IS AND WHERE IS.”“

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and supersede supersedes all prior discussions and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, agreements between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinhereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall will be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall will not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall will operate as a waiver thereof, nor shall will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, All remedies hereunder are cumulative and are not exclusive of any other remedies provided by Law. Notwithstanding anything to the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of contrary in this Agreement, any amendment, restatement, supplement, modification or waiver of or under this Agreement that materially and adversely affects Wxxxxxxxxxxx Coal Company shall, in each case, be effective only with the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementwritten approval of Wxxxxxxxxxxx Coal Company.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Schedules and any Exhibits and Appendices hereto), the Asset Purchase Agreement ) and the other Transfer Documents Confidentiality Agreement represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter hereof. Any provision of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer DocumentsDisclosure Schedules hereto may be amended or waived only in a writing signed (a) in the case of any amendment, by Parent, the Company (or the Surviving Company following the Closing) and neither the Representative and (b) in the case of a waiver, by the Party shall be bound byor Parties waiving rights hereunder; provided, or be liable forhowever, any alleged representationthat after the receipt of the Stockholder Consent, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference no amendment to this Agreement signed shall be made which by both PartiesLaw requires further approval by the Stockholders of the Company without such further approval by such Stockholders. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionFurthermore, the provisions of Section 5.3 of Parties each hereby acknowledge that this Agreement will not be triggered by embodies the initiation justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all Parties specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Nonordinary buyer and an ordinary company in an arm’s-disclosure Agreementlength transaction.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Agreement Nondisclosure Agreement, the Seller Documents, the Company Documents and the other Transfer Purchaser Documents represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionSubject to Section 8.4(k) and Section 8.6(g), all remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The parties hereto have voluntarily agreed to define their rights and Liabilities in respect of the provisions acquisition of Section 5.3 the Company by Purchaser exclusively in contract pursuant to the express terms of this Agreement will and the other Seller Documents, Company Documents and Purchaser Documents, and each party hereto expressly disclaims that it is owed any duty or is entitled to any remedies not be triggered by the initiation of an action by either Party expressly set forth in such documents. The sole and exclusive remedies for contractual any breach of one this Agreement or more any other Seller Document, Company Document or Purchaser Document (including any representation or warranty set forth herein or therein, made in connection herewith or therewith or as an inducement to enter into this Agreement or any other Seller Document, Company Document or Purchaser Document) or any claim or cause of action otherwise arising out of or related to the acquisition of the Company by Purchaser shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this AgreementAgreement or any other Seller Document, Company Document or Purchaser Document); and no Person shall have any remedies or causes of action (whether in contract, tort, equity or otherwise) for any statements, communications, disclosures, failure to disclose, representations or warranties with respect to the Asset Purchase Agreementacquisition of the Company by Purchaser not set forth in this Agreement or another Seller Document, the other Transfer Documents Company Document or the Non-disclosure AgreementPurchaser Document.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents Ancillary Agreements represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and hereof, supersede all prior oral discussions and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, agreements between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement hereof (including any term sheet or statement of intention has been made by either Party that is not embodied in this Agreement, similar agreement or document relating to the Asset Purchase Agreement or the other Transfer Documentstransactions contemplated hereby), and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect. The Parties represent and acknowledge that in executing this Agreement, the Parties did not rely, and have not relied, on any communications, promises, statements, inducements, or representation(s), oral or written, by any other Party, except as expressly contained in this Agreement. The Parties represent that they relied on their own judgment in entering into this Agreement. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. A breach of this Agreement shall not preclude injunctive relief. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy, including injunctive relief. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one Law or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementequity.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Schedules and Exhibits and Appendices hereto), the Asset Purchase Agreement Seller Documents and the other Transfer Purchaser Documents represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior discussions and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, agreements between and among the Parties parties with respect to thereto, including the subject matter Letter of this Agreement. No representationIntent between Purchaser and PCAA Parent, warrantydated August 30, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents2009, and neither Party shall be bound bythe Confidentiality Agreement between Purchaser and PCAA Parent, or be liable fordated July 10, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein2009. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement hereof shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementlaw.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Northrop Grumman Disclosure Letter and Appendices exhibits and schedules hereto), the Asset Purchase Agreement Confidentiality Agreement, the other Ancillary Agreements, the letter referred to in Section 5.16(b) and the other Transfer Documents letter agreement between Northrop Grumman and BCP dated the date hereof represent the entire understanding and agreement and supersede all prior agreements and understandings, oral or written, between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall will be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall will not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall will operate as a waiver thereof, nor shall will any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionEXCEPT AS EXPRESSLY PROVIDED HEREIN, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this AgreementNEITHER NORTHROP GRUMMAN NOR TRW MAKES ANY REPRESENTATION OR WARRANTY CONCERNING THE AUTOMOTIVE ASSETS AND EQUITY INTERESTS OR THE AUTOMOTIVE BUSINESS, the Asset Purchase AgreementINCLUDING AS TO THE QUALITY, the other Transfer Documents or the Non-disclosure AgreementCONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD PURSUANT HERETO “AS IS AND WHERE IS.”

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent constitutes the entire understanding and agreement between the Parties with respect parties hereto pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, hereof. There are no other agreements between and among the Parties parties hereto in connection with respect to the subject matter of this Agreementhereof except as specifically set forth herein or contemplated hereby. No representationamendment, warranty, promise, inducement modification or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf waiver of any Party, shall be deemed to constitute a waiver by of the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision provisions of this Agreement shall not operate or be construed as a further or continuing binding unless in writing and executed by the Collateral Agent and the Junior Creditor. No waiver of such breach any of the provisions of this Agreement shall be deemed or as shall constitute a waiver of any other provision hereof (whether or subsequent breachnot similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure delay on the part of the Senior Creditor in the exercise of any Party to exercise, and no delay in exercising, any right, power right or remedy hereunder shall operate as a waiver thereof, nor shall any and no single or partial exercise by the Senior Creditor of such right, power any right or remedy by such Party shall preclude any other or further exercise thereof or the exercise of any other right, power right or remedy. In addition, For the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more purposes of this Agreement, Senior Indebtedness shall include all obligations of Credit Party, their successors and assigns to the Asset Purchase Senior Creditor under the Senior Credit Documents, notwithstanding any right or power of any Credit Party or other Person to assert any claim or defense as to the invalidity or unenforceability of all or any part of the Senior Indebtedness, and no such claim or defense shall affect or impair the agreements and obligations of the respective parties hereto. For the purposes of this Agreement, Junior Indebtedness shal include all obligations of Credit Party, their successors and assigns to the Junior Creditor under the Junior Credit Documents, notwithstanding any right or power of any Credit Party or other Transfer Documents Person to assert any claim or defense as to the Non-disclosure Agreementinvalidity or unenforceability of all or any part of the Junior Indebtedness, and no such claim or defense shall affect or impair the agreements and obligations of the respective parties hereto.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices Annexes hereto), the Asset Purchase Agreement ) and the other Transfer Documents Stockholders’ Agreement represent the entire understanding and agreement between the Parties parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinthereof. This Agreement can may only be amended, supplemented supplemented, modified or changedchanged by written agreement of (x) one or more Holders of a majority (combined if more than one Holder) of the then outstanding Registrable Securities held by all of the SHC Qualified Holders, (y) one or more Holders of a majority (combined if more than one Holder) of the then outstanding Registrable Securities held by all of the Spectrum Qualified Holders and (z) one or more Holders of a majority (combined if more than one Holder) of the then outstanding Registrable Securities held by all of the GrubHub Qualified Holders. Notwithstanding the foregoing, any amendment or revision to Annex A hereto that is made by the Company solely to reflect information (i) regarding the Initial Holders or (ii) provided by the Initial Holders regarding a disposition and/or assignment of the Initial Holders’ rights under this Agreement shall not require any approval or consent of the parties hereto. Any provision hereof can may only be waived, only waived by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Nodes Purchase Agreement (including the schedules and exhibits thereto), the Seller Documents, the Company Documents and the other Transfer Purchaser Documents represent the entire understanding and agreement between the Parties with respect to the subject matter hereof transactions contemplated hereby and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and thereby among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, parties hereto and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. For the avoidance of doubt, this Agreement, the Nodes Purchase Agreement and the exhibits to this Agreement and the Nodes Purchase Agreement supersede the MOU, and the MOU shall have no force and effect. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionAll remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure AgreementCONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***].

Entire Agreement; Amendments and Waivers. This Escrow Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent represents the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documentshereof, and neither Party shall be bound bySeller and Purchaser, on one hand, and the Escrow Agent, on the other hand, has relied on any representations or be liable foragreements of the other, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinexcept as specifically set forth in this Escrow Agreement. This Escrow Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Escrow Agreement signed by both PartiesSeller and Purchaser and upon written notice to the PBGC. In addition, Sections 2, 3(b), 4, 5, 9, 15, 16, 20 and 24 shall not be amended, nor shall any other amendment of this Escrow Agreement be effective if it materially adversely affects the interests of the PBGC, without the written consent of the PBGC. No action taken pursuant to this Escrow Agreement, including including, without limitation, any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Escrow Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionAll remedies hereunder are cumulative and are not exclusive of any other remedies provided by Law. This Escrow Agreement or any provision hereof may be amended, the provisions of Section 5.3 of this Agreement will not be triggered modified, waived or terminated only by written instrument duly signed by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementparties hereto.

Entire Agreement; Amendments and Waivers. This Escrow Agreement contains the entire agreement (including representations, warranties and covenants) among the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent the entire understanding and agreement between the Parties with respect parties hereto pertaining to the subject matter hereof and thereof and supersede supersedes all prior and contemporaneous agreements, understandings and negotiations, both written and oraldiscussions, express arrangements or implied, between and among the Parties understandings with respect thereto. No amendment, supplement, modification or waiver of this Escrow Agreement shall be binding unless executed in writing by the Escrow Agent, the Required Holders (as that term is defined in the Securities Purchase Agreement) and the Company, provided however that, except with the prior written consent of one hundred percent (100%) of the Purchasers, no amendment to this Agreement can affect the time, amount or allocation of any payments, change the percentage 416 specified in the definition of Required Holders as contained in the Securities Purchase Agreement or consent to the subject matter assignment or transfer by the Company or any of its Subsidiaries of their respective obligations under this Agreement. No representation, warranty, promise, inducement Any amendment or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision herein shall be effective only for the purposes and period of this Agreement time expressly set forth therein and shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of entitle the Company to any other waiver or subsequent breachamendment in similar or other circumstances. No course of dealing between the Company and any Purchaser, nor any failure to exercise or any delay in exercising on the part of any Party to exercise, and no delay in exercisingthe Purchasers, any right, remedy, power or remedy hereunder privilege herein shall operate as a waiver thereof, ; nor shall any single or partial exercise of such any right, remedy, power or remedy by such Party privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or remedyprivilege. The rights, remedies, powers and privileges hereunder are cumulative and not exclusive of any rights remedies, powers and privileges provided by law. In addition, addition to the provisions of Section 5.3 of remedies provided in this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Escrow Agreement, the Asset Purchase Agreement, the other Transfer Documents any party may pursue any and all remedies now or the Non-disclosure Agreementhereafter existing at Law or in equity.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Company Disclosure Schedule and Appendices heretoBuyer Disclosure Schedule and exhibits hereto and thereto), the Asset Purchase Agreement other Transaction Documents (and the other Transfer Documents exhibits thereto) and the Confidentiality Agreement represent the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof and thereof and supersede hereof. This Agreement supersedes all prior and contemporaneous agreements, understandings and arrangements, Contracts, discussions, negotiations, both undertakings and understandings, whether written and or oral, express or implied, between and among the Parties with respect to the such subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or (other than the other Transfer Documents, Transaction Documents and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinthe Confidentiality Agreement). This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement agreement signed by both Partiesall Parties hereto. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breachbreach of the same or any other provision. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent constitutes the entire understanding and agreement between the Parties with respect parties hereto pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, hereof. There are no other agreements between and among the Parties parties hereto in connection with respect to the subject matter hereof except as specifically set forth herein or contemplated hereby. No amendment, modification or waiver of any of the provisions of this Agreement (including defined terms incorporated by reference from the Credit Agreement) shall be binding unless in writing and executed by Agent (with the prior written consent of the Required Lenders (as defined in the Credit Agreement)) and Trustee (with the prior written consent of the Holders of at least a majority in aggregate principal amount of the Notes). No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf waiver of any Party, shall be deemed to constitute a waiver by of the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision provisions of this Agreement shall not operate be deemed or be construed as a further or continuing waiver of such breach or as shall constitute a waiver of any other provision hereof (whether or subsequent breachnot similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure delay on the part of Agent or any Party to exercise, and no delay Senior Lender in exercising, the exercise of any right, power right or remedy hereunder shall operate as a waiver thereof, nor shall any and no single or partial exercise by Agent or any Senior Lender of such right, power any right or remedy by such Party shall preclude any other or further exercise thereof or the exercise of any other right, power right or remedy. In addition, For the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more purposes of this Agreement, Senior Indebtedness shall include all Senior Indebtedness, notwithstanding any right or power of any Credit Party or other Person to assert any claim or defense as to the Asset Purchase Agreementinvalidity or unenforceability of all or any part of the Senior Indebtedness, and no such claim or defense shall affect or impair the other Transfer Documents or agreements and obligations of the Non-disclosure Agreementrespective parties hereto.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Disclosure Schedules and Appendices any exhibits hereto), the Asset Purchase Agreement Confidentiality Agreement, the Company Documents, the Purchaser Documents and the other Transfer Seller Documents represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between by and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinhereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both PartiesPurchaser, Sellers, and the Seller Representative. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionFurthermore, the provisions of Section 5.3 of Parties each hereby acknowledge that this Agreement will not be triggered by embodies the initiation justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all Parties specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Nonordinary buyer and an ordinary seller in an arm’s-disclosure Agreementlength transaction.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Confidentiality Agreement and the other Transfer Documents represent Escrow Agreement, contain the entire understanding and agreement between of the Parties parties hereto and thereto with respect to the subject matter hereof and thereof thereof, and supersede all prior and contemporaneous agreementsprevious written or oral negotiations, commitments, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinwritings. This Agreement can may be amended, modified, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference duly executed by all of the parties hereto. Any party hereto may, by written notice to the other parties hereto (a) extend the time for performance of any of the obligations of the other party under this Agreement, (b) waive any inaccuracies in the representations or warranties of the other party contained in this Agreement, (c) waive compliance with any of the conditions or covenants of the other party contained in this Agreement signed by both Partiesor (d) waive or modify performance of any of the obligations of the other party under this Agreement. No Except as provided in the immediately preceding sentence, no action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, condition, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, whether of a similar or dissimilar nature. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure AgreementXxx.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent constitutes the entire understanding and agreement between among the Parties with respect parties pertaining to the subject matter hereof and thereof and supersede supersedes all prior and contemporaneous agreements, understandings understandings, negotiations and negotiationsdiscussions, both written whether oral or written, of the parties, including without limitation the First Amended and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Restated Stockholders Agreement, Articles IV, VI and VII and Sections 8.2 and 8.3 of Article VIII of the Asset Purchase Bxxxxxx Agreement and Articles III and IV of the Packard Agreement, all of which are expressly superseded by this Agreement and are of no further force or effect. Notwithstanding the other Transfer Documentsforegoing, except as expressly provided above, the Bxxxxxx Agreement and neither Party the Packard Agreement shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinremain in full force and effect in accordance with their terms. This Agreement can may be amended, modified, waived or supplemented or changedonly by a written instrument executed by the Company, the holders of at least the Threshold Number of Shares, and any provision hereof can be waived, only Common Stockholders holding a majority of the outstanding shares of Common Stock held by written instrument making specific reference to this Agreement signed by both Partiessuch Common Stockholders. No action taken pursuant to this Agreement, including including, without limitation, any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained hereinaction. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as waiver of any preceding or succeeding breach and no failure by any party to exercise any right or privilege hereunder shall be deemed a further or continuing waiver of such breach party’s rights or as privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any other subsequent time or subsequent breachtimes hereunder. No failure on Notwithstanding any provision herein to the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additioncontrary, the provisions addition of Section 5.3 a party to this Agreement at any time in connection with such party becoming a Stockholder shall not constitute an amendment, modification or supplement of this Agreement will not be triggered by and shall only require the initiation agreement of an action by either Party for contractual breach of one or more of the Company and the Stockholder being added as a party to this Agreement, ; all such persons shall be considered to be Stockholders from the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure date they become a signatory to this Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedulesschedules and exhibits hereto, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent if any) represents the entire understanding and agreement between the Parties parties with respect to the subject matter hereof and thereof replaces and supersede all supersedes in its entirety any prior and contemporaneous agreements, understandings and negotiations, both written and oral, express agreement or implied, between and among resolution regarding services for the Parties with respect Board of Directors provided by the Vice-Chairman to the subject matter Company; provided, however, that notwithstanding the foregoing or anything in this Agreement to the contrary, (i) Section 3(E)(i-ii) of the Executive Employment Agreement (and Sections 3(E)(iii) and 3(E)(iv), and any definitions and miscellaneous provisions thereof solely as they relate to such provision) shall survive execution of this Agreement and, for purposes of that provision, the termination of the Vice-Chairman’s employment with the Company shall be deemed to have occurred under Section 4.A of the Executive Employment Agreement, and (ii) any remaining (A) indemnification obligations under the Executive Employment Agreement or (B) expense reimbursement claims under the Executive Employment Agreement in an aggregate amount of less than $2,500 or as otherwise listed on Schedule A attached hereto shall survive execution of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant the Company, in the case of an amendment, supplement, modification or waiver sought to this Agreementbe enforced against the Company, including any investigation by or on behalf the Vice-Chairman, in the case of any Partyan amendment, shall supplement, modification or waiver sought to be deemed to constitute a waiver by enforced against the Party taking such action of compliance with any representation, warranty, covenant or agreement contained hereinVice-Chairman. The waiver by any Party hereto party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementlaw.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and supersede supersedes all prior discussions and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, agreements between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinhereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe Party against whom enforcement of any such amendment, supplement, modification or waiver is sought; provided that, notwithstanding anything to the contrary contained in this Agreement, the definition of “Seller Material Adverse Effect” and the provisions of this Section 11.6 and Sections 11.4, 11.5, 11.7, 11.10, and 11.11 (and the definitions related thereto) that are related to the Lender may not be amended or modified in whole or in part in a manner materially adverse to a Lender without the written consent of the adversely affected Lender. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall will be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall will not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall will operate as a waiver thereof, nor shall will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure AgreementLaw.

Entire Agreement; Amendments and Waivers. This Agreement (including Agreement, the Schedules, Ancillary Agreements and all Exhibits and Appendices hereto)Schedules hereto and thereto, together with the Asset Purchase Agreement and the other Transfer Documents represent Confidentiality Agreement, constitute the entire understanding and agreement between among the Parties with respect pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings understandings, negotiations and negotiationsdiscussions, both written and oralwhether oral or written, express or implied, between and among of the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreementsupplement, including any investigation by amendment, modification or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate be binding unless executed in writing by the Party or Parties to be construed as a further or continuing bound thereby. No waiver of such breach any of the provisions of this Agreement shall be deemed or as shall constitute a waiver of any other provision hereof (whether or subsequent breachnot similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure or delay on the part of any Party hereto to exercise, and no delay in exercising, exercise any right, power right or remedy hereunder under this Agreement shall operate as a waiver thereofof such right or remedy, nor shall any and no single or partial exercise of any such right, power right or remedy by such Party shall preclude any other or further exercise thereof or the exercise of thereof. No Party shall be deemed to have waived any other right, power or remedy. In addition, the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more claim arising out of this Agreement, the Asset Purchase or any right or remedy under this Agreement, unless the waiver of such claim, right or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party. Any due diligence review, audit or other Transfer Documents investigation or inquiry undertaken or performed by or on behalf of Purchaser, and any knowledge of any facts with respect to the Non-disclosure accuracy or inaccuracy of any representation or warranty or compliance or noncompliance with any covenant or satisfaction or waiver of any condition, shall not limit, qualify, modify or amend the representations, warranties or covenants of any Seller Party hereunder, or indemnities by any Seller Party made or undertaken pursuant to this Agreement, irrespective of the knowledge and information received (or which should have been received) therefrom by Purchaser. In the event of any conflict between the terms of this Agreement and the terms of any of the Ancillary Agreements, the terms of this Agreement shall prevail.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the documents and instruments and other Transfer Documents represent agreements specifically referred to herein or delivered pursuant hereto, including the exhibits hereto, (a) constitute the entire understanding agreement among the Parties, CNX, NBL, DevCo I LP, DevCo II LP and agreement between the Parties DevCo III LP with respect to the subject matter hereof and thereof and supersede all prior agreements and contemporaneous agreements, understandings and negotiationsunderstandings, both written and oral, express or implied, between and among the Parties Parties, CNX, NBL, DevCo I LP, DevCo II LP and DevCo III LP with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement hereof and (b) are not intended to confer upon any other Person or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement entity any rights or the other Transfer Documents, and neither Party shall be bound by, remedies hereunder except as Article VIII or be liable for, any alleged representation, warranty, promise, inducement Article X contemplates or statement of intention not embodied except as otherwise expressly provided herein or therein. This Agreement can be amended, supplemented or changed, Each Party agrees that (i) no other Party (including its agents and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with representatives) has made any representation, warranty, covenant or agreement contained hereinto or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. The No supplement, modification or waiver by any Party hereto of a breach of any provision of this Agreement shall not operate be binding unless executed in writing by all of the Parties or be construed as a further if such supplement, modification or continuing waiver is with respect to Section 5.5, executed in writing by all of the Parties, CNX, NBL, DevCo I LP, DevCo II LP and DevCo III LP. No waiver of such breach any of the provisions of this Agreement shall be deemed or as shall constitute a waiver of any other or subsequent breach. No failure on the part provision hereof (regardless of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereofwhether similar), nor shall any single such waiver constitute a continuing waiver unless otherwise expressly provided. Any amendment or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions of Section 5.3 waiver of this Agreement will not be triggered by the initiation of an action Partnership Parties made prior to the Closing shall be approved in advance by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreement.Conflicts Committee. 10.9

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Agreement Seller Documents, the Company Documents, and the other Transfer Buyer Documents represent the entire understanding and agreement between the Parties parties with respect to the subject matter hereof, supersede all prior oral discussions and written agreements between the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express (including any term sheet or implied, between and among the Parties with respect similar agreement or document relating to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documentstransactions contemplated hereby), and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. The parties represent and acknowledge that the only representations and warranties of the Sellers or the Founder Seller with respect to the subject matter hereof are as set forth in Articles III and IV hereof. The parties hereto represent that they relied on their own judgment in entering into this Agreement. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. A breach of this Agreement shall not preclude injunctive relief. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy, including injunctive relief. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one law or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementequity.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Seller Disclosure Schedule and Appendices exhibits hereto), the Asset Purchase Confidentiality Agreement and the other Transfer Documents Ancillary Agreements represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionThe parties acknowledge that all parties, through their legal counsel, played an equal role in drafting and/or had an equal opportunity to review and/or modify the provisions set forth in this Agreement. Thus, in the event of Section 5.3 any misunderstanding, ambiguity, or dispute concerning this Agreement’s provisions, or interpretations, no rule of construction shall be applied that would result in having this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementinterpreted against any party.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedulesschedules and exhibits hereto, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent if any) represents the entire understanding and agreement between the Parties parties with respect to the subject matter hereof and thereof replaces and supersede all supersedes in its entirety any prior and contemporaneous agreements, understandings and negotiations, both written and oral, express agreement or implied, between and among resolution regarding services for the Parties with respect Board of Directors provided by the Consultant to the subject matter Company; provided, however, that notwithstanding the foregoing or anything in this Agreement to the contrary, (i) Consultant’s employment with the Company shall be deemed to have occurred under Section 4.A of the Executive Employment Agreement, and (ii) any remaining indemnification obligations under the Executive Employment Agreement and any remaining non-solicit, non-compete, non-hire or other restrictive covenants under the Executive Employment Agreement shall survive execution of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant the Company, in the case of an amendment, supplement, modification or waiver sought to this Agreementbe enforced against the Company, including any investigation by or on behalf the Consultant, in the case of any Partyan amendment, shall supplement, modification or waiver sought to be deemed to constitute a waiver by enforced against the Party taking such action of compliance with any representation, warranty, covenant or agreement contained hereinConsultant. The waiver by any Party hereto party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementlaw.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Schedules and Appendices any exhibits hereto), the Asset Purchase Agreement ) and the other Transfer Documents Confidentiality Agreement represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter hereof. Any provision of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer DocumentsDisclosure Schedules hereto may be amended or waived only in a writing signed (a) in the case of any amendment, by Parent, the Company (or the Surviving Company following the Closing) and neither the Representative and (b) in the case of a waiver, by the Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement Parties waiving rights hereunder. No waiver of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference hereunder or any breach or default thereof shall extend to this Agreement signed by both Partiesor affect in any way any other provision or prior or subsequent breach or default. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionFurthermore, the provisions of Section 5.3 of parties each hereby acknowledge that this Agreement will not be triggered by embodies the initiation justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Nonordinary buyer and an ordinary company in an arm’s-disclosure Agreementlength transaction.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Agreement Ancillary Agreements, any other documents, agreements or certificates entered into in connection therewith and the other Transfer Documents Confidentiality Agreement represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or thereinhereof. This Agreement can be amended, supplemented or changed, and any provision hereof can may be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In additionNotwithstanding anything contained in this Agreement to the contrary, the terms, conditions, and provisions of Section 5.3 of this Agreement will shall not be triggered by binding on the initiation Sellers until the entry of an action by either Party for contractual breach the Bidding Procedures Order; upon the entry of one or more the Bidding Procedures Order, and from the day of this Agreementthe entry of the Bidding Procedures Order and prior to the date of the entry of the Sale Order, the Asset Purchase AgreementAgreement is binding to the Sellers only to the extent of the terms, conditions, and provisions that are approved in the other Transfer Documents or the Non-disclosure AgreementBidding Procedures Order.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Schedules and Exhibits and Appendices hereto), the Asset Purchase Agreement Seller Documents, the Company Documents and the other Transfer Purchaser Documents represent the entire understanding and agreement between among the Parties with respect to the subject matter hereof, supersede all prior oral discussions and written agreements among the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express (including any term sheet or implied, between and among the Parties with respect similar agreement or document relating to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer DocumentsTransactions), and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect. The Parties represent and acknowledge that in executing this Agreement, the parties did not rely, and have not relied, on any communications, promises, statements, inducements, or representation(s), oral or written, by any other Party, except as expressly contained in this Agreement; provided, that (a) Seller acknowledges that Purchaser relied on, among other things, the representations and warranties contained in this Agreement, the Seller Documents and the Company Documents, in deciding whether to enter into this Agreement, and (b) Purchaser acknowledges that Seller relied on, among other things, the representations and warranties contained in this Agreement and the Purchaser Documents, in deciding whether to enter into this Agreement. The Parties represent that they relied on their own judgment in entering into this Agreement. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy, including injunctive relief. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one Law or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementequity.

Entire Agreement; Amendments and Waivers. This Agreement, the Merger Agreement, the Company Disclosure Schedule and the other agreements contemplated by the Merger Agreement (including the Schedules, Exhibits schedules and Appendices hereto), the Asset Purchase Agreement exhibits hereto and thereto and the other Transfer Documents represent Confidentiality Agreement) constitute the entire understanding and agreement between among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all supersedes any prior and contemporaneous agreementsunderstandings, understandings and negotiationsagreements or representations by or among the parties hereto, both or any of them, written and or oral, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documentshereof, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof or thereof can be waived, only by written instrument making specific reference to this Agreement or such other agreements contemplated by the Merger Agreement, as applicable, signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement or any other agreements contemplated by the Merger Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, This Agreement shall terminate upon any termination of the provisions of Section 5.3 of this Merger Agreement will not be triggered by in accordance with the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementterms thereof.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits Seller Disclosure Schedule and Appendices heretoExhibits), the Asset Purchase Agreement Ancillary Agreements and the each other Transfer Documents agreement, document or instrument contemplated hereby or thereby represent the entire understanding and agreement between the Parties parties hereto with respect to the subject matter hereof and thereof and supersede supersedes all prior discussions and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, agreements between and among the Parties parties with respect to the subject matter of hereof. Neither this Agreement. No Agreement nor any Ancillary Agreement shall be deemed to contain or imply any restriction, covenant, representation, warranty, promise, inducement agreement or statement undertaking of intention has been made by either Party that is not embodied any party with respect to the transactions contemplated hereby or thereby other than those expressly set forth herein or therein or in this Agreement, the Asset Purchase Agreement any document required to be delivered hereunder or the other Transfer Documentsthereunder, and neither Party none shall be bound by, deemed to exist or be liable forinferred with respect to the subject matter hereof. Except as otherwise expressly provided herein, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This this Agreement can may be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Partiesthe party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the provisions All remedies hereunder are cumulative and are not exclusive of Section 5.3 of this Agreement will not be triggered any other remedies provided by the initiation of an action by either Party for contractual breach of one or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure AgreementXxx.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement and the other Transfer Documents represent constitutes the entire understanding and agreement between the Parties with respect parties hereto pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and negotiations, both written and oral, express or implied, hereof. There are no other agreements between and among the Parties parties hereto in connection with respect to the subject matter of this Agreementhereof except as specifically set forth herein or contemplated hereby. No representationamendment, warranty, promise, inducement modification or statement of intention has been made by either Party that is not embodied in this Agreement, the Asset Purchase Agreement or the other Transfer Documents, and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant to this Agreement, including any investigation by or on behalf waiver of any Party, shall be deemed to constitute a waiver by of the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision provisions of this Agreement shall not operate or be construed as a further or continuing binding unless in writing and executed by the Collateral Agent and the Junior Collateral Agent. No waiver of such breach any of the provisions of this Agreement shall be deemed or as shall constitute a waiver of any other provision hereof (whether or subsequent breachnot similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure delay on the part of the Senior Creditor in the exercise of any Party to exercise, and no delay in exercising, any right, power right or remedy hereunder shall operate as a waiver thereof, nor shall any and no single or partial exercise by the Senior Creditor of such right, power any right or remedy by such Party shall preclude any other or further exercise thereof or the exercise of any other right, power right or remedy. In addition, For the provisions of Section 5.3 of this Agreement will not be triggered by the initiation of an action by either Party for contractual breach of one or more purposes of this Agreement, Senior Indebtedness shall include all obligations of Credit Party, their successors and assigns to the Asset Purchase Senior Creditor under the Senior Credit Documents, notwithstanding any right or power of any Credit Party or other Person to assert any claim or defense as to the invalidity or unenforceability of all or any part of the Senior Indebtedness, and no such claim or defense shall affect or impair the agreements and obligations of the respective parties hereto. For the purposes of this Agreement, Junior Indebtedness shal include all obligations of Credit Party, their successors and assigns to the Junior Creditor under the Junior Credit Documents, notwithstanding any right or power of any Credit Party or other Transfer Documents Person to assert any claim or defense as to the Non-disclosure Agreementinvalidity or unenforceability of all or any part of the Junior Indebtedness, and no such claim or defense shall affect or impair the agreements and obligations of the respective parties hereto.