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 a) Except for the Schedules, Exhibits and Appendices hereto), the Asset Purchase Confidentiality Agreement and the other Transfer Documents represent Transaction Documents, 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, representations, 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), the Parties acknowledge and agree that none of Crestwood, CEGPS 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 subject Contributed Entities, or as to the accuracy or completeness of any information regarding any Party or matter of this Agreementfurnished or made available to any other Party. 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 such waiver constitute a continuing waiver unless otherwise expressly provided. (b) Without limiting the foregoing, the Parties and their Affiliates formally acknowledge and agree that (i) each of the Transaction Documents were or will be, at the time of execution, and will continue to be, executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated thereby, (ii) the performance of each of the Transaction Documents and expected benefits therefrom are a material inducement to the willingness of the Parties and their Affiliates to enter into and perform the other Transaction Documents and the transactions described therein, (c) the Parties and their Affiliates would not have been willing to enter into any of the Transaction Documents in the absence of the entrance into, performance of and the economic interdependence of, the Transaction Documents, (d) the execution and delivery of each of the Transaction Documents and the rights and obligations of the parties thereto are interrelated and part of an integrated transaction being effected pursuant to the terms of the Transaction Documents, (e) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by the Transaction Documents are necessary elements of one and the same overall and integrated transaction, (f) the transactions contemplated by the Transaction Documents are economically interdependent, and (g) it is the intent of the Parties and their Affiliates that they have executed and delivered the Transaction Documents with the understanding that the Transaction Documents constitute one unseverable and single agreement (except that, in interpreting any of the Transaction Documents, any reference in such Transaction Document to “this Agreement” or partial exercise any similar reference shall mean that particular Transaction Document only); provided, however, that notwithstanding anything to the contrary contained in this Section 10.3, (i) nothing in this Section 10.3 shall prohibit, restrict or otherwise limit any assignment of such rightany Transaction Document (or rights, power duties, obligations or remedy liabilities thereunder) in accordance with its contractual terms or any permitted change in control of a party thereto (to the extent permitted by such Party preclude any Transaction Document) and (ii) if a Transaction Document is wholly or partially assigned by a party thereto that is a CEQP Entity in accordance with its contractual terms and the assignee does not constitute a CEQP Entity, other than in connection with a transfer of all or further exercise thereof substantially all of the assets with respect to the natural gas transportation and storage business of CEQP and all of the CEQP Entities, or the exercise a change in control of any other right, power CEQP (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 its successors or assigns) or a change in control of one or more CEQP Entities which together own such business, then, from and after the effective date of this Agreementsuch assignment, such Transaction Document (to the extent assigned) shall constitute an independent instrument that is unrelated to any other Transaction Document and such Transaction Document (to the extent assigned) and the transactions contemplated thereby shall no longer be, or be deemed to be, (A) interrelated with any other Transaction Document, (B) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (C) economically interdependent with respect to any other Transaction Documents or any transactions contemplated by any other Transaction Document. For the avoidance of doubt, the Asset Purchase AgreementParties acknowledge that nothing in this Section 10.3 will affect any provision in any Transaction Document with respect to assignment, the other Transfer Documents change in control, transfer or the Non-disclosure Agreementsimilar events.

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 any other written or oral 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, existing between and among the Parties with respect to parties is expressly canceled. Upon 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 effectiveness of this Agreement, the Asset Purchase Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect. Any term of this Agreement may be amended only with the written consent of the Company and the holders of at least a majority of the Registrable Securities then outstanding; provided that the Company may, in its sole discretion, waive compliance with Section 1.13(c); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other Transfer Documents party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the Non-disclosure Agreementobservance of any term hereof may not be waived with respect to any Investor without the written consent of such investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 2.1 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable Securities, and the Company.

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 with respect to the subject matter hereof of this Agreement and thereof and supersede supersedes all prior agreements and contemporaneous agreements, understandings and negotiationsunderstandings, both written oral and oralwritten, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warrantyincluding that certain Letter of Intent, promisedated as of April 27, inducement or statement of intention has been made by either Party that is not embodied in this Agreement2017, the Asset Purchase Agreement or the other Transfer Documents, between an Purchaser 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 thereinSeller. This Agreement can may be amended, supplemented supplemented, or changed, and any provision hereof of this Agreement can be waived, only by written instrument making specific reference to this Agreement (i) signed by both Parties. No action taken pursuant Purchaser, in the case of an amendment, supplement, modification, or waiver sought to this Agreementbe enforced against Purchaser, including or (ii) by Hall or Seller, in the case of an amendment, supplement, modification, or waiver sought to be enforced against any investigation by or on behalf all of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant Seller or agreement contained hereinHall. The waiver by any Party hereto of a breach Breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach Breach or as a waiver of any other or subsequent breachBreach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power power, or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power power, or remedy. In additionthe event of any inconsistency between this Agreement and any other Transaction Documents, 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 Agreementterms hereof shall control.

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 a) Except for the SchedulesConfidentiality Agreement, Exhibits and Appendices hereto), the Asset Purchase this Agreement and the other Transfer Documents represent exhibits and schedules hereto 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 representations, warranties 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 Article IV and Article V), (i) the Parties acknowledge and agree that neither the MLP Group Entities nor any other Person has made, and the Buyer Group Entities are not relying upon, any covenant, representation or warranty, express or implied, between as to the MLP Group Entities or as to the accuracy or completeness of any information regarding any MLP Group Entity furnished or made available to any Buyer Group Entity; and among (ii) the MLP Parties shall not have or be subject to any liability to any Buyer Group Entity or any other Person, or any other remedy in connection herewith, based upon the distribution to any Buyer Group Entity of, or any Buyer Group Entity’s use of or reliance on, any such information or any information, documents or material made available to the Buyer Group Parties 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. (b) This Agreement may be amended by the Parties at any time before or after the MLP Unitholder Approval, but, after any such MLP Unitholder Approval was obtained, no amendment shall be made which by Law requires further approval by the unitholders of MLP without such further approval. No supplement, modification or waiver 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 be deemed or constitute a waiver of such right or 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 provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. Notwithstanding the foregoing, no amendment shall be made to Section 9.4, Section 9.5, Section 9.6 or Section 9.10 which would be adverse to the Financing Sources without the prior written consent of such Financing Sources. (c) Any amendments, supplements, waivers or modifications in respect of this Agreement pursuant to this Section 9.5 or any agreement to terminate this Agreement pursuant to Section 8.1 shall, in order to be effective, require, in the case of Buyer, action by the Buyer Board with the prior consent or recommendation of the Buyer Special Committee (or another committee to which the Buyer Board has delegated decision making authority with respect to the subject matter of this Agreement. No representationsuch action) and, warrantyin the case of MLP, 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 MLP Board (or a committee thereof to which the MLP Board has delegated decision making authority with respect to the subject matter of compliance with any representationthe amendment); provided, warrantyhowever, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision that no amendment of this Agreement shall not operate that changes the form of, reduces the amount of or be construed as a further extends the timing of payment of, the Applicable Merger Consideration or continuing waiver alters the rights of such breach the MLP Conflicts Committee 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 Buyer Special Committee hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of be effective unless 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 amendment is also approved by the initiation of an action by either Party for contractual breach of one MLP Conflicts Committee or more of this AgreementBuyer Special Committee, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementas applicable.

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 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, 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 the Schedules, Exhibits schedules and Appendices hereto), exhibits hereto and together with the Asset Purchase Confidentiality Agreement and the other Transfer Documents represent Ancillary Agreements, 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 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 Partyparty, shall be deemed to constitute a waiver by the Party party taking such action of compliance with with, nor shall it diminish or obviate in any way, any representation, warranty, covenant or agreement contained hereinherein or in any Ancillary Agreement. The waiver by any Party party hereto of a breach Breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach Breach or as a waiver of any other or subsequent breachBreach. 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. No supplement, the provisions of Section 5.3 modification or waiver of this Agreement will not shall be triggered binding unless executed in writing 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 Agreementparty to be bound thereby.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, a) The Transaction Agreements (and all Exhibits and Appendices hereto), the Asset Purchase Agreement Schedules hereto and the other Transfer Documents represent thereto) contain the entire agreement and understanding and agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and contemporaneous agreementsunderstandings (including any offer letters or term sheets), understandings and negotiations, both whether written and or oral, express or impliedrelating to such subject matter. The Parties have voluntarily agreed to define their rights, between liabilities and among obligations respecting the Parties with respect transactions contemplated by this Agreement exclusively in contract pursuant to the subject matter express terms and conditions of this Agreement. No representation, warranty, promise, inducement and the Parties expressly disclaim that they are owed any duties or statement of intention has been made by either Party that is entitled to any remedies not embodied expressly set forth in this Agreement. Furthermore, the Asset Purchase Parties each hereby acknowledge that this Agreement or embodies the other Transfer Documentsjustifiable expectations of sophisticated parties derived from arm’s-length negotiations, 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 all Parties to this Agreement signed specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an ordinary purchaser and an ordinary seller in an arm’s-length transaction. (b) The terms and provisions of this Agreement may be modified or amended only by both a written instrument executed by each of the Parties, and compliance with any term or provision hereof may be waived only by a written instrument executed by each Party entitled to the benefits of the same. 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. (a) 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 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 the Party against whom enforcement of any Partysuch 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 hereinis sought. 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 The remedies provided in this Agreement will not are the only remedies available to the Parties in connection with this Agreement. (b) Each Party acknowledges and agrees that no representation, warranty, promise, inducement, understanding, covenant or agreement has been made or relied upon by it other than those expressly set forth in this Agreement. Without limiting the generality of the disclaimer set forth in the preceding sentence, (i) no Party nor any of its Affiliates has made or shall be triggered deemed to have made any representation or warranty in any presentation or written information relating to its business given or to be given 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, or in any filing made or to be made by or on behalf of such Party or any of its Affiliates with any Governmental Body, and no statement made in any such presentation or written materials, made in any such filing or contained in any such other information shall be deemed a representation or warranty hereunder or otherwise, and (ii) each of the Asset Purchase Parties, on its own behalf and on behalf of its respective Affiliates, expressly disclaims any implied warranties, including warranties of fitness for a particular purpose and warranties of merchantability. Each Party acknowledges that each other Party, as applicable, has informed it that no Person has been authorized by such Party or any of its Affiliates to make any representation or warranty in respect of its business or in connection with this Agreement, the other Transfer Documents or the Non-disclosure unless in writing and contained in this 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 or agreement between the Parties with respect to the subject matter hereof Collateral Agent, Lenders and thereof Debtors and supersede all prior and contemporaneous agreementsthere is no understanding or agreement, understandings and negotiationsoral or written, both written and oral, express or implied, between and among the Parties with respect to the subject matter of this Agreementwhich is not set forth herein. No representationamendment, warrantymodification, promise, inducement termination 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 or any other Loan Document to which any Debtor is party and no consent to any departure by any Debtor therefrom, shall not operate in any event be effective without the written concurrence of Required Lenders; PROVIDED that any such amendment, modification, termination, waiver or be construed as a further consent that: reduces the principal amount of any of the Loans; changes in any manner the definition of "Required Lenders"; changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or continuing waiver concurrence of such breach or as a all Lenders; postpones the scheduled final maturity date of any of the Loans; postpones the date on which any interest is payable; decreases the interest rate borne by any of the Loans (other than any waiver of any other increase in the interest rate applicable to any of the Loans pursuant to Section 3; or subsequent breach. No failure changes in any manner the provisions contained in Section 10(a) or this paragraph shall be effective only if evidenced by a writing signed by or on the part behalf 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 remedyall Lenders. In addition, no amendment, modification, termination or waiver of any provision (i) of any Note shall be effective without the provisions written concurrence of the Lender that is the holder of that Note, and (iii) of Section 5.3 21 or of any other provision of this Agreement will not which, by its terms, expressly requires the approval or concurrence of Collateral Agent shall be triggered effective without the written concurrence of Collateral Agent. Any amendment, modification, termination, waiver or consent effected in accordance with this Section shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by the initiation of an action by either Party for contractual breach of one or more of this AgreementDebtor, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementon such Debtor.

Entire Agreement; Amendments and Waivers. This Agreement (including Except for the SchedulesConfidentiality Agreements, Exhibits and Appendices hereto), the Asset Purchase this 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) , (i) the parties acknowledge and agree that neither the MLP Group Entities nor any other person has made, and the Buyer Group Entities are not relying upon, any covenant, representation or warranty, expressed or implied, between and among the Parties with respect as to the MLP Group Entities or as to the accuracy or completeness of any information regarding the any MLP Group Entity furnished or made available to any Buyer Group Entity and (ii) the MLP Parties shall not have or be subject matter to any liability to any Buyer Group Entity or any other person, or any other remedy in connection herewith, based upon the distribution to any Buyer Group Entity of, or any Buyer Group Entity’s use of this Agreement. No representationor reliance on, warrantyany such information or any information, promisedocuments or material made available to the Buyer 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) 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 MLP 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 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 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. (a) This Agreement (including the Schedules, Exhibits and Appendices hereto)Agreement, the Asset Purchase Agreement Related Agreements and the other Transfer Documents EME Confidentiality Agreement represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and and, except as expressly provided for herein, supersede all prior understandings and contemporaneous agreements, understandings and negotiations, both written and oral, express whether oral or impliedwritten, between and among the Parties with respect to the subject matter hereof and thereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Parties 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 Agreement which are 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 fully expressed herein or therein. . (b) 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 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 be deemed to constitute a waiver by the Party taking such action of compliance by any Party 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 Any consent to be triggered given by the initiation of an action Sellers hereunder may be given on their behalf 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 AgreementEME acting as agent.

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 schedules and Appendices exhibits hereto), the Asset Purchase Agreement and the other Transfer Documents represent ) represents the entire understanding and agreement between the 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 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 each of BL Acquisition, BL Acquisition II and MDO hereby appoint Biolase as their attorney-in-fact, to act for on such Seller’s behalf to execute any amendments to 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; provided, further, that the Xerox Provisions and any other provision of this Agreement to the extent amendment or waiver thereof would modify the substance of the Xerox Provisions may not be amended or waived without the prior written consent of the Debt Financing Sources. 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 AgreementXxx.

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 (including the Schedules, Exhibits and Appendices hereto)Agreement, the Asset Purchase Support Agreement, the Confidentiality Agreement and the other Transfer Documents represent exhibits and schedules hereto and thereto 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 WPZ Group Entities nor any other Person has made, and the ACMP Group Entities are not relying upon, any covenant, representation or warranty, expressed or implied, between and among the Parties with respect as to the subject matter WPZ Group Entities or as to the accuracy or completeness of this Agreement. No representationany information regarding any WPZ Group Entity furnished or made available to any ACMP Group Entity, warranty(b) the parties hereto acknowledge and agree that, promise, inducement or statement of intention has been made by either Party that is not embodied except as set forth in this Agreement, neither the Asset Purchase Agreement or the ACMP Group Entities nor any other Transfer DocumentsPerson has made, and neither Party the WPZ Group Entities are not relying upon, any covenant, representation or warranty, expressed or implied, as to the ACMP Group Entities or as to the accuracy or completeness of any information regarding any ACMP Group Entity furnished or made available to any WPZ Group Entity, and (c) the WPZ Parties and the ACMP Parties shall not have or be bound bysubject to any liability to any ACMP Group Entity or any other Person or any WPZ Group Entity or any other Person, as applicable, or be liable forany other remedy in connection herewith, based upon the distribution to any ACMP Group Entity or any WPZ Group Entity of, or any ACMP Group Entity’s or any WPZ Group Entity’s use of or reliance on, any alleged representationsuch information or any information, warrantydocuments or material made available to the ACMP Group Parties or WPZ Group Parties, promiseas applicable, inducement in any “data rooms,” “virtual data rooms,” management presentations or statement of intention not embodied herein in any other form in expectation of, or thereinin connection with, the transactions contemplated hereby. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference Subject 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 representationapplicable Law, warrantyprior to the Closing, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement may be (a) waived in writing by the party benefited by the provision or (b) amended or modified at any time by an agreement in writing by the parties hereto; provided, however, that, in addition to any other approvals required by the parties’ constituent documents or under this Agreement, the foregoing waivers, amendments or modifications in clauses (a) and (b) are approved by, in the case of waivers, amendments or modifications by any ACMP Party or the ACMP Board, the ACMP Conflicts Committee and, in the case of waivers, amendments or modifications by any WPZ Party or the WPZ Board, the WPZ Conflicts Committee. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the parties hereto. 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 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 shall become effective on the parties hereto when all parties hereto have executed and delivered this Agreement. This Agreement, together with all exhibits and schedules hereto (including including, without limitation, the Schedules, Exhibits and Appendices heretoDisclosure Schedule), 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; provided that the forms of agreements and oral, express or implied, between opinions attached hereto as exhibits shall be superseded by the copies of such agreements and among opinions executed and delivered by 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 Agreementrespective parties thereto, the Asset Purchase Agreement execution and delivery of such agreements and opinions by the parties thereto to be conclusive evidence of such parties’ approval of any change 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 modification therein. This Agreement can be amendedExcept as set forth in the prior sentence, supplemented no amendment, supplement, modification 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 be binding unless executed in writing by all of the parties hereto indicating their intention to amend this Agreement. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will 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 privilege under this Agreement, and no waiver of any of the provisions of this Agreement shall operate as be deemed or shall constitute a waiver thereofof any other provision hereof (whether or not similar), nor shall any single or partial exercise of such right, power or remedy by waiver constitute a continuing waiver unless otherwise expressly provided in such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedywaiver in writing. In addition, no notice to or demand on one party will be deemed a waiver of any obligation of such party or of the provisions right of Section 5.3 of this Agreement will not be triggered by the initiation of an party giving such notice or demand to take further action by either Party for contractual breach of one without notice or more of demand as provided in 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 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. (a) This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Transition Services 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 thereof. Notwithstanding anything contained in this Agreement to the contrary, the Purchasers acknowledge and supersede all prior agree that the Seller Parent and contemporaneous agreements, understandings and negotiations, both written and oralthe Seller are not making any representations or warranties whatsoever, express or implied, between beyond those expressly given by the Seller Parent and among the Parties with respect to Seller in Article V (as modified by the subject matter of this Agreement. No representationSchedules hereto), warrantyand the Purchasers acknowledge and agree that, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreementexcept for the representations and warranties contained therein, the Asset Purchase Agreement assets and the business of the Companies are being transferred on a "where is" and, as to condition, "as is" basis. Any claims the Purchasers may have for breach of representation or the other Transfer Documents, and neither Party warranty shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement based solely on the representations and warranties of intention not embodied herein or therein. the Seller Parent and the Seller set forth in Article V (as modified by the Schedules hereto). (b) 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 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 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 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. (a) This Agreement (including the Schedules, Exhibits Schedules and Appendices hereto), Exhibits) and that certain side letter dated as of the Asset Purchase Agreement date hereof among Purchaser and the other Transfer Documents Sellers represent the entire understanding and agreement between among the Parties parties hereto with respect to the subject matter hereof and thereof and supersede all hereof. (b) Any provision of this Agreement may be amended or waived 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 Closing if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, the Seller Representative and Purchaser, or in the case of a waiver, by the party against whom the waiver is to be effective. Any provision of this Agreement. No representation, warranty, promise, inducement Agreement may be amended or statement of intention has been made by either Party that is not embodied in this Agreement, waived after the Asset Purchase Agreement or the other Transfer DocumentsClosing if, and neither Party shall be bound byonly if, such amendment 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, waiver is in writing and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. Purchaser and the Seller Representative. (c) 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. (d) With respect to information, the provisions of Section 5.3 of this Agreement will not materials, documents, certificates, agreements or other items provided, or to be triggered provided, by the initiation of an action by either Party for contractual breach of one or more of Company to Purchaser pursuant to this Agreement, the Asset Purchase Agreementterms “made available”, “delivered”, or “provided” shall mean delivered in electronic form and posted to the other Transfer Documents Virtual Dataroom on or prior to two (2) Business Days prior to the Non-disclosure Agreementdate hereof or otherwise provided directly to Purchaser by way of an email to Xxxxxxx Xxx or Xxxxxx Xxxxx.

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 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 (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 Schedules, Exhibits and Appendices hereto)Agreement, the Asset Purchase Support Agreement, the Confidentiality Agreement and the other Transfer Documents represent exhibits and schedules hereto and thereto 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 WPZ Group Entities nor any other Person has made, and the ACMP Group Entities are not relying upon, any covenant, representation or warranty, expressed or implied, between and among the Parties with respect as to the subject matter WPZ Group Entities or as to the accuracy or completeness of this Agreement. No representationany information regarding any WPZ Group Entity furnished or made available to any ACMP Group Entity, warranty(b) the parties hereto acknowledge and agree that, promise, inducement or statement of intention has been made by either Party that is not embodied except as set forth in this Agreement, neither the Asset Purchase Agreement or the ACMP Group Entities nor any other Transfer DocumentsPerson has made, and neither Party the WPZ Group Entities are not relying upon, any covenant, representation or warranty, expressed or implied, as to the ACMP Group Entities or as to the accuracy or completeness of any information regarding any ACMP Group Entity furnished or made available to any WPZ Group Entity, and (c) the WPZ Parties and the ACMP Parties shall not have or be bound bysubject to any liability to any ACMP Group Entity or any other Person or any WPZ Group Entity or any other Person, as applicable, or be liable forany other remedy in connection herewith, based upon the distribution to any ACMP Group Entity or any WPZ Group Entity of, or any ACMP Group Entity’s or any WPZ Group Entity’s use of or reliance on, any alleged representationsuch information or any information, warrantydocuments or material made available to the ACMP Group Parties or WPZ Group Parties, promiseas applicable, inducement in any “data rooms,” “virtual data rooms,” management presentations or statement of intention not embodied herein in any other form in expectation of, or thereinin connection with, the transactions contemplated hereby. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference Subject 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 representationapplicable Law, warrantyprior to the Closing, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or may 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 (a) waived 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 writing by the initiation of an action party benefited 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.provision or

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 and the Confidentiality Agreement contain the entire agreement of the parties respecting the sale and purchase of the Purchased Assets and supersedes all prior agreements among the parties respecting the sale and purchase of the Purchased Assets, including, for the avoidance of doubt, the letter of intent entered into by the parties hereto on March 16, 2011. The parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the sale and purchase of the Purchased Assets exclusively in contract pursuant to the express terms and provisions of this Agreement and the Confidentiality Agreement; and the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement and the Confidentiality Agreement. The sole and exclusive remedies for any breach of the terms and provisions of this Agreement and the Confidentiality Agreement (including any representations and warranties set forth herein or therein, made in connection herewith or therewith or as an inducement to enter into this Agreement or the Schedules, Exhibits Confidentiality Agreement) or any claim or cause of action otherwise arising out of or related to the sale and Appendices hereto), purchase of the Asset Purchase Purchased Assets 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 Agreement and the other Transfer Documents represent Confidentiality Agreement); and the entire understanding and agreement between the Parties with respect parties hereby agree that neither party hereto shall have any remedies or cause of action (whether in contract or in tort) for any statements, communications, disclosures, failures to the subject matter hereof and thereof and supersede all prior and contemporaneous agreementsdisclose, understandings and negotiations, both written and oral, express representations 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 warranties not embodied set forth in this Agreement, the Asset Purchase Agreement or the other Transfer DocumentsConfidentiality Agreement. Purchaser agrees and acknowledges that the Xxxx of Sale does not in any manner expand, limit, alter or modify the rights and neither Party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement obligations 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 the parties hereto under 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 Confidentiality Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Seller Purchase Agreement Documents and the other Transfer Buyer Purchase 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 or thereof can be waived, only by written instrument making specific reference to this Agreement or specific Seller Purchase Document or Buyer Purchase Document 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 or specific Seller Purchase Document or Buyer Purchase Document 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 and the Exhibits and Schedules hereto supercede and replace the Initial Agreement and the Exhibits and Schedules thereto in their entirety, as well as any and all prior or contemporaneous agreements, understandings, communications, discussions or negotiations, written or oral. This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), together with 62 the Asset Purchase Guarantees, the Confidentiality Agreement and, when executed and delivered by the parties, the Mining Agreement, the Plant Lease and the other Transfer Documents represent Transitional Services Agreement, represents the entire understanding and agreement between the Parties 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 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 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. (a) This Agreement (including the Schedules, Schedules and Exhibits and Appendices hereto), the Asset Purchase Agreement Related Agreements and the other Transfer Documents EME Confidentiality Agreement represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof and and, except as expressly provided for herein, supersede all prior understandings and contemporaneous agreements, understandings and negotiations, both written and oral, express whether oral or impliedwritten, between and among the Parties with respect to the subject matter hereof and thereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Parties 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 Agreement which are 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 fully expressed herein or therein. . (b) 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 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 be deemed to constitute a waiver by the Party taking such action of compliance by any Party 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 exhibits hereto), the Asset Purchase Agreement Radiocoms Disclos ure Letter and the other Transfer Documents Purchaser Disclosure Letter 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 information disclosed in any Section of the Radiocoms Disclosure Letter or Purchaser Disclosure Letter shall be deemed to have been disclosed for purposes of any other Section without being specifically cross-referenced in such Section. 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 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 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. (a) This Agreement (including the Schedules, Exhibits schedules and Appendices exhibits hereto), the Asset Purchase Transition Services 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 thereof. Notwithstanding anything contained in this Agreement to the contrary, the Purchaser acknowledges and supersede all prior agrees that the Seller Parent and contemporaneous agreements, understandings and negotiations, both written and oralthe Seller are not making any representations or warranties whatsoever, express or implied, between beyond those expressly given by the Seller Parent and among the Parties with respect to Seller in Article V (as modified by the subject matter of this Agreement. No representationSchedules hereto), warrantyand the Purchaser acknowledges and agrees that, promise, inducement or statement of intention has been made by either Party that is not embodied in this Agreementexcept for the representations and warranties contained therein, the Asset Purchase Agreement assets and the business of the Company are being transferred on a "where is" and, as to condition, "as is" basis. Any claims the Purchaser may have for breach of representation or the other Transfer Documents, and neither Party warranty shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement based solely on the representations and warranties of intention not embodied herein or therein. the Seller Parent and the Seller set forth in Article V (as modified by the Schedules hereto). (b) 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), 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, 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 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 (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 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 and Seller; provided, however, that none of Sections 3.1, 7.14, 10.2, 11.4, 11.5, 11.8, 11.9 and 11.10 (and any provision of this Agreement to the extent an amendment, modification, waiver, supplement or termination of such provision would modify the substance of any of such Sections) may be amended in any manner that is adverse to the Committed Lenders or the Debt Financing Sources Related Parties without the written consent of the Committed Lenders. 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 (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 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 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. (a) This Agreement (including the SchedulesBuyer Disclosure Schedule, Exhibits the Seller Disclosure Schedule and Appendices heretoany exhibits, schedules or annexes to this Agreement), the Asset Purchase Confidentiality Agreement (to the extent not in conflict with this Agreement) and the other Transfer Documents Ancillary Agreements (when executed and delivered) represent the entire understanding and agreement between among the Parties parties with respect to the subject matter hereof and thereof of this Agreement and supersede all prior other agreements and contemporaneous agreements, understandings and negotiations, undertakings both written and oral, express between or impliedon behalf of the Seller and/or its Affiliates, between on the one hand, and among the Parties Buyer and/or its Affiliates, on the other hand, with respect to the subject matter of this Agreement. . (b) No representation, warranty, promise, inducement or statement provision 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 may be amended, supplemented or changed, and any modified except by a written instrument signed by each party hereto. (c) Any term or provision hereof can of this Agreement may be waived, only or the time for its performance may be extended, in writing at any time by written instrument making specific reference the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement signed if, as to any party, it is authorized in writing by both Partiesan authorized Representative of such party. No action taken pursuant to this Agreement, including any investigation by or on behalf The failure of any Party, shall be deemed party hereto to constitute a waiver by the Party taking such action of compliance with enforce at any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of time any provision of this Agreement shall not operate or be construed as to be a further or continuing waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach or as of this Agreement shall be held to constitute a waiver of any other preceding or subsequent breach. No failure on . (d) Notwithstanding anything in this Agreement to the part contrary, none of any Party to exercisethe definition of Debt Financing Source, and no delay in exercising, any right, power the Lender Protective Provisions 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 provision of this Agreement will that, if amended, would impact any of the Lender Protective Provisions, may be amended in any manner that is adverse in any respect to the interests of the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter (such consent not to be triggered by the initiation of an action by either Party for contractual breach of one unreasonably withheld, conditioned or more of this Agreement, the Asset Purchase Agreement, the other Transfer Documents or the Non-disclosure Agreementdelayed).

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 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 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 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 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.

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. (A) This Agreement (including and ----------------------------------------- the Schedules, Exhibits other Documents constitute the entire agreement between the parties and Appendices hereto), the Asset Purchase there are no promises expressed or implied unless contained herein and therein. This 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 agreementsnegotiations, understandings and negotiations, both written agreements of the parties hereto and oral, express or implied, between and among thereto in respect 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 Agreementtransactions contemplated hereby, including those expressed in any investigation by commitment or on behalf of any Party, shall be deemed to constitute a proposal letter. (B) No amendment 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 waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exerciseDocument, and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks (or by Agent at the written request of the Majority Banks) and Borrower and acknowledged by Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Banks and Borrower and acknowledged by Agent, do any of the following: (i) increase or extend the Commitment of any Bank; (ii) postpone or delay in exercisingany date fixed by this Agreement or any other Document for, or reduce the amount of, any rightrepayment or prepayment of principal, power interest, fees or remedy other amounts due to the Banks (or any of them) hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude under any other or further exercise thereof Document; (iii) reduce the principal of, or the exercise rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other rightDocument; (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder; (v) amend this Section 11.02, power or remedyany provision herein providing for consent or other action by all Banks; (vi) change the definition of "Majority Banks"; or (vii) release any lien granted to or held by Agent under any Document, except and to the extent expressly permitted under Section 10.11. In additionand, provided, further, that no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to all the provisions Banks, affect the rights or duties of Section 5.3 of Agent under 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 any other Transfer Documents or the Non-disclosure AgreementDocument.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedulesschedules, Exhibits Disclosure Schedule and Appendices exhibits 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 of this Agreement and thereof and supersede supersedes all prior agreements and contemporaneous agreements, understandings and negotiationsunderstandings, both written oral and oralwritten, express or implied, between and among the Parties with respect to the subject matter of this Agreement. No representation, warrantyincluding that certain Indication of Interest, promisedated as of April 22, inducement or statement of intention has been made 2019, by either Party and between RAC and C/C and that is not embodied in this certain Exclusivity Agreement, the Asset Purchase Agreement or the other Transfer Documentsdated as of April 23, 2019, by 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. between RAC and C/C. This Agreement can may be amended, supplemented supplemented, or changed, and any provision hereof of this Agreement can be waived, only by written instrument making specific reference to this Agreement signed by both Parties. No action taken pursuant Purchaser, in the case of an amendment, supplement, modification, or waiver sought to this Agreementbe enforced against Purchaser, including Sellers or Representative, in the case of an amendment, supplement, modification, or waiver sought to be enforced against any investigation by or on behalf all of any PartySellers, shall or Representative, in the case of an amendment, supplement, modification, or waiver sought to be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained hereinenforced against Representative in his capacity as such. The waiver by any Party hereto of a breach Breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach Breach or as a waiver of any other or subsequent breachBreach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power power, or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power power, or remedy. In additionthe event of any inconsistency between this Agreement and any other Transaction Documents, 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 Agreementterms hereof shall control.

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 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 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 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 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. (a) This Agreement (including the Schedules, Exhibits and Appendices hereto), the Asset Purchase Agreement Disclosure Letter and the other Transfer Documents represent Ancillary Agreements contain the entire agreement and understanding and agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and contemporaneous agreementsunderstandings (including any offer letters or term sheets), understandings and negotiations, both whether written and or oral, express or impliedrelating to such subject matter. The Parties have voluntarily agreed to define their rights, between Liabilities and among obligations respecting the Parties with respect transactions contemplated by this Agreement exclusively in contract pursuant to the subject matter express terms and conditions of this Agreement. No representationFurthermore, warrantythe Parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations, promise, inducement or statement of intention and all Parties specifically acknowledge that no Party has been made by either any special relationship with another Party that is not embodied would justify any expectation beyond that of an ordinary purchaser and ordinary seller 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. an arm’s-length transaction. (b) 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 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 100 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 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 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 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, 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. (a) This Agreement (including the Schedules, Exhibits and Appendices Schedules hereto), the Asset Purchase Parent Registration Rights Agreement, the Confidentiality Agreement, the Escrow Agreement and the other Transfer Documents Paying Agent Agreement represent the entire understanding and agreement between the Parties 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 may only be amended, restated, supplemented or changed, and any provision hereof can be waived, only otherwise modified or waived by a written instrument making specific reference to this Agreement signed by both Partieseach of the parties hereto; provided, however, that after receipt of the Company Stockholder Approval, any amendment that would require approval of the Company Stockholders pursuant to the DGCL shall be subject to receipt of such required approval of the Company Stockholders pursuant to the DGCL. 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 obligation 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. 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, . (b) 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 contained in this Agreement, this Section 10.4(b), and Sections 10.5(b), 10.9(a)(ix), 10.10, and 10.14 (in each case, together with any related defined terms as they affect such Section) may not be amended, modified, waived or terminated, directly or indirectly (solely insofar as they directly relate to the Asset Purchase Agreementinterests of the Financing Sources), in a manner that is adverse to the other Transfer Documents or rights expressly provided for therein to any Financing Source without the Non-disclosure Agreementprior written consent of such Financing Source.

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 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, 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 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, 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.