Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. (i) In the event this Agreement is terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c), Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (i) In If either Parent or the event Company terminates this Agreement is terminated by pursuant to Section 8.1(h) or the Company terminates this Agreement pursuant to Section 8.1(b) due to a breach by Parent, within three (3) business days after such termination Parent shall pay or cause to be paid to the Company any and all out-of-pocket fees and expenses (including fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other Representatives) actually incurred by or on behalf of the Company in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the Transactions (the “Company Expenses”), in an aggregate amount not to exceed $45,000,000 in cash; provided that the payment by Parent of the Company Expenses pursuant to this Section 8.2(c)(i) shall not relieve Parent of any subsequent obligation to pay the Parent Termination Fee pursuant to Section 8.2(c) except to the extent indicated in such section, and (ii) shall not relieve Parent from any liability for damages resulting from a Willful Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or fraud. To the extent a Parent Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(c)(i) shall be credited against such obligation of Parent to pay the Parent Termination Fee. (ii) If (A) the Company or Parent terminates this Agreement pursuant to Section 7.3(a8.1(c) as or Section 8.1(h) or the Company terminates this Agreement pursuant to Section 8.1(b) due to a result of an Intentional Breach breach by Parent or (provided that such breach occurred following a Parent Competing Proposal received after the date hereof), (B) Section 7.3(c)after the date hereof a Parent Competing Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Parent Special Meeting, and (C)(1) any Parent Competing Proposal is consummated within twelve (12) months of such termination or (2) Parent enters into a definitive agreement providing for a Parent Competing Proposal within twelve (12) months of such termination and such Parent Competing Proposal is consummated, within one (1) business day after the date any such Parent Competing Proposal is consummated, Parent shall pay or cause to be paid to the Company an amount equal to a fee of $8,700,000 255,000,000 in cash (the “Parent Termination Fee”). Solely for purposes of this Section 8.2(c)(ii), the term “Parent Competing Proposal” shall have the meaning assigned to such term in Section 9.5, except that all references to “20%” therein shall be deemed to be references to “50%”. (iii) If Parent terminates this Agreement pursuant to Section 8.1(j), concurrently with, and as a condition to, such termination, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (iv) If the Company terminates this Agreement pursuant to Section 8.1(e), within three (3) business days after such termination, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (v) In the event any amount is payable pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company within five (5) Business Days following such terminationCompany. Parent and For the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payableavoidance of doubt, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required obligated to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. Parent shall pay to the Company the Parent Termination Fee if this Agreement is terminated as follows: (i) In if this Agreement is terminated (A) by the event Company pursuant to Section 8.1(c)(ii) or (B) by Parent or the Company pursuant to Section 8.1(b)(iv) at a time when the Company could have terminated this Agreement pursuant to Section 8.1(c)(ii) unless at the time of such termination pursuant to Section 8.1(b)(iv) the Company shall have been in Willful Breach of this Agreement, then Parent shall pay the entire Parent Termination Fee by the fifth (5th) Business Day following such termination; (ii) if this Agreement is terminated by Parent pursuant to Section 8.1(d)(iii), then Parent shall pay to the Company pursuant to the entire Parent Termination Fee upon such termination; or (iii) if (A) this Agreement is terminated (1) pursuant to Section 7.3(a8.1(c)(i) as if the breach giving rise to such termination was a result of an Intentional Breach by Parent Willful Breach, (2) pursuant to Section 8.1(b)(iv) or (3) pursuant to Section 8.1(b)(i), (B) Section 7.3(c)(x) in the case of clause (1) above, a bona fide Parent Acquisition Proposal shall have been publicly announced or otherwise communicated to a member of senior management or the Board of Directors of Parent (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) at any time after the date of this Agreement and prior to the date of the breach giving rise to such termination, (y) in the case of clause (2) above, a bona fide Parent Acquisition Proposal shall have been publicly announced (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of Parent at the Parent Stockholders’ Meeting or (z) in the case of clause (3) above, a bona fide Parent Acquisition Proposal shall have been publicly announced or otherwise communicated to a member of senior management or the Board of Directors of Parent (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) at any time after the date of this Agreement, and (C) within twelve (12) months after the date of such termination, Parent enters into a definitive agreement to consummate, or consummates, any Parent Acquisition Transaction, then the Company shall pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate by the Company in circumstances in which second (2nd) Business Day following the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment earlier of the date Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, enters into a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or definitive agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the or consummates such Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality AgreementAcquisition Transaction. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (i) In the event this Agreement is terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c), Parent shall pay or cause to be paid to the Company an amount equal to a termination fee of $8,700,000 40.0 million (the “Parent Termination Fee”) by wire transfer of in immediately available funds to in the account or accounts designated by the Company within five event that this Agreement is terminated as follows: (5i) Business Days following such termination. if Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a8.1(e); (ii) or Section 7.3(c) and receive payment of if the Parent Termination Fee solely in the circumstances in which it is payable by Parent Company shall terminate this Agreement pursuant to Section 7.5(f)(i8.1(d); (iii) if (together with any amounts owed A)(x) the Company shall terminate this Agreement pursuant to Section 7.5(g8.1(g) as a result of Parent’s breach of Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to Section 8.1(h)(ii), and (B) at any time after the date of this Agreement and before the termination of this Agreement or the vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%) with respect to Parent shall have been publicly announced and not withdrawn, and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iii) shall be reduced by the sole and exclusive remedy amount of any payments made pursuant to Section 8.2(c); or (whether at law, in equity, in contract, in tort, or otherwiseiv) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives if (each, a “Parent Related Party”A) either party shall terminate this Agreement pursuant to Section 8.1(b), and (B) at any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to time after the date of this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, before the termination of this Agreement, or the failure an Acquisition Proposal with respect to consummate the Contemplated Transactions Parent shall have been publicly announced and not publicly and bona fide withdrawn, and (BC) upon payment following the existence of the such Acquisition Proposal and prior to any such termination, Parent Termination Fee to the Company shall have intentionally breached (together with any amounts owed pursuant to Section 7.5(g)and not cured after notice thereof) , no Parent Related Party, nor any of the Debt Financing Sources its covenants or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement agreements set forth in this Agreement (whether an Intentional Breach in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or otherwise), before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or failure a Competing Transaction with respect to consummate the Contemplated Transactions. Notwithstanding the foregoingParent is otherwise consummated, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreementeither case, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), within twelve months following the termination of this Agreement; provided, or failure however, that any such termination fee payable pursuant to consummate the Contemplated Transactions, this clause (iv) shall be limited reduced by the amount of any payments made pursuant to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amountSection 8.2(c).

Parent Termination Fee. (i) In the event this Agreement is terminated by the Company pursuant to If (A) either Parent or the Company terminates this Agreement pursuant to Section 7.3(a8.01(b)(i) as a result (End Date) and, at the time of an Intentional Breach by Parent such termination, any of the conditions set forth in Section 7.01(b)(i), Section 7.01(b)(ii) or Section 7.01(b)(iv) (Required Approvals), Section 7.03(d) (Absence of Burdensome Condition) or Section 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals, shall have not been satisfied or waived or (B) either Parent or the Company terminates this Agreement pursuant to Section 7.3(c8.01(b)(ii) (Legal Restraint) (solely if the applicable Legal Restraint giving rise to such termination arises in connection with the Termination Fee Approvals) and in each case of the foregoing clauses (A) and (B), at the time of such termination, all other conditions to the Closing set forth in Section 7.01 (other than the conditions set forth in Section 7.01(b)(i), Section 7.01(b)(ii), Section 7.01(b)(iv) (Required Approvals) and Section 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals) and Section 7.03 (other than the conditions set forth in Section 7.03(d) (Absence of Burdensome Condition), solely with respect to the Termination Fee Approvals) shall have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such termination), Parent shall pay or cause to be paid the Parent Regulatory Termination Fee to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such terminationCompany. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Regulatory Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)an account designated in writing by the Company) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating prior to or arising out concurrently with such termination of this Agreement by Parent or no later than three (3) Business Days after the Financingdate of the applicable termination by the Company. (ii) If (A) the Company terminates this Agreement in accordance with Section 8.01(c)(ii) (Parent Terminable Breach) based on a failure by Parent to perform its covenants or agreements under Section 6.03, including solely with respect to the breach Termination Fee Approvals, such failure to perform has resulted in the failure of any representationthe conditions set forth in Section 7.01(b)(i), warrantySection 7.01(b)(ii), covenantSection 7.01(b)(iv) (Required Approvals) or Section 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals, and at the time of such termination, all other conditions to the Closing set forth in Section 7.01 (other than the conditions set forth in Section 7.01(b)(i), Section 7.01(b)(ii), Section 7.01(b)(iv) (Required Approvals) and Section 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals) and Section 7.03 (other than the conditions set forth in Section 7.03(d) (Absence of Burdensome Condition), solely with respect to the Termination Fee Approvals) shall have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such termination), or agreement in (B) the Company terminates this Agreement in accordance with Section 8.01(c)(iii) (whether an Intentional Breach or otherwiseParent Failure to Close), then Parent shall pay the Parent General Termination Fee to the Company. Parent shall pay the Parent General Termination Fee to the Company (to an account designated in writing by the Company) prior to or concurrently with such termination of this Agreement, Agreement by Parent or failure to consummate no later than three (3) Business Days after the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies date of the Company under Section 8.13 or under applicable termination by the Confidentiality AgreementCompany. (iii) Notwithstanding anything to the contrary set forth herein, in this Agreementthe event that a Parent Termination Fee is due and payable, Parent shall have the parties hereto acknowledge right, at its election, to offset and agree that if the Closing does not occur, the maximum aggregate liability of reduce any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal Termination Fee otherwise due and payable pursuant to the terms hereof, in whole or in part, on a dollar-for-dollar basis, by all or any portion of the aggregate Liquidation Preference (as defined in Exhibit D) of all then-outstanding Preferred Stock held by Parent Termination Feeand any of its Affiliates, in exchange for the redemption of the applicable shares of Preferred Stock associated with such offset with no obligations thereunder outstanding. Without limitation of the foregoing and for the avoidance of doubt, in no the event shall (x) the Company aggregate Liquidation Preference of all then-outstanding Preferred Stock held by Parent or any of its Affiliates seek equals or exceeds the applicable Parent Termination Fee otherwise due hereunder and (y) Parent elects to recover any money damages in excess offset the full amount of the Parent Termination Fee by all or a portion of such amountaggregate Liquidation Preference pursuant to the preceding sentence, then neither Parent nor any of its Affiliates shall thereafter have any liability with respect to any such Parent Termination Fee.

Parent Termination Fee. If: (i) In (A) all of the event conditions set forth in Section 9.01 and Section 9.02 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing), except for any one or more of the condition set forth in Section 9.01(b) (unless the Assumption shall have occurred pursuant to the Guarantee), Section 9.01(c) (solely with respect to an Order from a Governmental Authority in the PRC) or Section 9.01(d) and (B) this Agreement is terminated by either the Company or Parent pursuant to Section 10.01(b)(i); or (ii) this Agreement is terminated by either the Company or Parent pursuant to Section 10.01(b)(ii) (solely with respect to an Order from a Governmental Authority in the PRC and/or an Order pursuant to the Xxxxxxx Act or any Foreign Antitrust Laws identified on Section 9.01(d) of the Company Disclosure Schedule); or (iii) this Agreement is terminated by the Company or Parent pursuant to Section 10.01(b)(i), and pursuant to a CFIUS Investigation, (x) CFIUS requires Parent or Merger Subsidiary to enter into an agreement or CFIUS imposes a condition (in either case, as provided for in the Defense Production Act of 1950 (50 U.S.C. App. 2170(l)(1)(A)), and (y) Parent has not entered into such agreement or consented to such condition by the date of such termination of this Agreement; (iv) this Agreement is terminated by either the Company or Parent pursuant to Section 10.01(b)(iv); or (v) this Agreement is terminated by the Company pursuant to (ASection 10.01(d)(iii) or Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c10.01(d)(iv), ; then Parent shall pay pay, or cause to be paid, to the Company the Parent Termination Fee either directly or out of the Parent Escrow Fund as promptly as possible (but in any event within two (2) Business Days after such termination) by wire transfer of same day funds; provided that if Parent has paid or caused to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages directly, the funds in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise Escrow Fund shall be impossible simultaneously released and returned to calculate with precision and (2) in Parent or any of its designated Affiliates. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. If (i) In the event this Agreement is terminated by the Company pursuant to Section 9.1(h), or (Aii) (x) this Agreement is terminated by Parent or the Company for any reason (other than a termination pursuant to Section 7.3(a9.1(a) or a termination by Parent pursuant to Section 9.1(c) as a result of an Intentional a Willful Breach by Parent or the Company of its covenants after the date of any Financing Extension Notice) and (By) Section 7.3(c)prior to such termination, Parent shall have delivered a Financing Extension Notice, then Parent shall pay or cause to be paid to the Company an amount equal to a termination fee of $8,700,000 215,000,000 (the “Parent Termination Fee”) ). In the event any amount is payable by Parent pursuant to this Section 9.2(d), such amount shall be paid by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company within five (5) Business Days following such terminationCompany. Parent and For the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payableavoidance of doubt, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required obligated to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary . Except as provided in this AgreementSection 9.2(d), other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely pursuant to this Section 9.2(d) (unless (x) this Agreement is terminated by the Company pursuant to Section 9.1(h) (other than as a result of Parent’s or Acquisition Sub’s inability to obtain the Requisite Financing, except in the circumstance described in clause (y) of this sentence), or (y) Parent’s or Acquisition Sub’s Willful Breach of Section 7.13 is a material cause of the failure of such Requisite Financing to be available) is not a penalty and shall constitute liquidated damages as a reasonable amount that will compensate the Company in the circumstances in upon which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee is payable for the efforts and resources expended and opportunity foregone with respect to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any consummation of the Debt Financing Sources or Equity Investors Transactions which would otherwise be impossible to calculate with precision, and, from and after such termination as described in this sentence, the Company shall have any no further liability or obligation relating to or arising out obligations of any kind in connection with this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in contemplated hereby other than as provided under this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement9.2(d). (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event If this Agreement is terminated (x) by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach (Parent Change in Recommendation) or (y) by Parent or pursuant to Section 7.4(c) (B) Section 7.3(cParent Superior Proposal), then Parent shall shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay or cause to be paid to the Company an amount a fee equal to $8,700,000 120,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination). Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (iib) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, If (Ai) the Company’s right to terminate this Agreement is terminated by Parent or the Company pursuant to Section 7.3(a7.2(a) (Termination Date) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i7.2(c) (together with any amounts owed pursuant Parent Stockholder Approval), (ii) prior to Section 7.5(g)) shall be the sole and exclusive remedy such termination referred to in clause (whether at law, in equity, in contract, in tort, or otherwisei) of this sentence, but after the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination date of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the a bona fide Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors Acquisition Proposal shall have any further liability been publicly made to Parent or obligation relating to or arising out of this Agreement or the Financingits stockholders and not publicly withdrawn, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. and (iii) Notwithstanding anything within nine (9) months after the date of a termination in either of the cases referred to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out clause (i) of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwiseSection 7.6(b), the termination of this AgreementParent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, or failure to consummate the Contemplated Transactions, then Parent shall be limited to an amount equal to pay the Parent Termination Fee, and less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of its Affiliates seek the shares of Parent Class B Common Stock subject to recover the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any money damages event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in excess favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such amounttermination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (i) In If either Parent or the event Company terminates this Agreement is terminated by pursuant to Section 8.1(h), within three (3) business days after such termination Parent shall pay or cause to be paid to the Company $37,560,000 in cash. To the extent a Parent Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(c)(i) shall be credited against such obligation of Parent to pay the Parent Termination Fee. (ii) If (A) the Company or Parent terminates this Agreement pursuant to Section 7.3(a8.1(c) as a result of an Intentional Breach by Parent or Section 8.1(h), (B) a Parent Competing Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Parent Special Meeting, and (C)(1) any Parent Competing Proposal is consummated within twelve (12) months of such termination or (2) Parent enters into a definitive agreement providing for a Parent Competing Proposal within twelve (12) months of such termination and such Parent Competing Proposal is consummated, within one (1) business day after the date any such Parent Competing Proposal is consummated Parent shall pay or cause to be paid to the Company a fee of $131,450,000 in cash (the “Parent Termination Fee”). Solely for purposes of this Section 7.3(c8.2(c)(ii), the term “Parent Competing Proposal” shall have the meaning assigned to such term in Section 9.5, except that all references to “20%” therein shall be deemed to be references to “50%”. (iii) If the Company terminates this Agreement pursuant to Section 8.1(e), within three (3) business days after such termination, Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”. (iv) In the event any amount is payable pursuant to the preceding clauses (i), (ii) or (iii), such amount shall be paid by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company within five (5) Business Days following such terminationCompany. Parent and For the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payableavoidance of doubt, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required obligated to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event The parties agree that if this Agreement is validly terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c7.1(i), then Parent shall pay (or cause to be paid paid) to the Company an amount equal to Company, as promptly as reasonably practicable (and, in any event, within two (2) Business Days) following such termination, $8,700,000 221,516,727 (the “Parent Termination Fee”). (b) All payments under this Section 7.4 shall be made by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company within five Company. (5c) Business Days following such termination. Parent Each of the parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the Transactions, and that without these agreements, Parent, Merger Sub and the Company acknowledge that (1) would not enter into this Agreement. For the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payableavoidance of doubt, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, whether or not the Parent Termination Fee may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. (iid) Notwithstanding anything to the contrary contained in this Agreement, other than (i) in circumstances where the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Parent Termination Fee is payable in accordance with Section 8.137.4(a), (A) the payment by Parent of the Parent Termination Fee shall not be a penalty and shall constitute liquidated damages for any and all losses suffered or incurred by the Company or any other Person in connection with this Agreement, the amount of which would otherwise be impossible to calculate with precision, and (B) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment receipt of the Parent Termination Fee (if received) from or on behalf of Parent or the Guarantor (solely in to the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)extent provided under the Guaranty) shall be the Company and its Subsidiaries’ and their respective affiliates’ sole and exclusive remedy (whether at law, in equity, based in contract, in torttort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) of the Company and against any of its Affiliates against Parent and any of its Affiliates Parent, Merger Sub, or any of its or their respective former, current, current or future direct or indirect equity holders, general or limited partners, controlling Persons, shareholders, assigneesmembers, controlling personsmanagers, directors, officers, employees, affiliated (or commonly advised) funds, representatives, agents, attorneysaffiliates, partnersor any of their respective assignees or successors, membersor any former, managerscurrent or future director or indirect equity holder, general or limited partnerspartner, controlling Person, shareholder, member, manager, director, officer, employee, affiliate, affiliated (or commonly advised) fund, representative, agent, assignee or successor of any of the foregoing (collectively, the “Parent Related Parties”), or Representatives the lenders, agents, underwriters, commitment parties and arrangers of any Debt Financing (including pursuant to the Debt Commitment Letter or any Debt Fee Letter or any credit agreements, loan agreements, joinders or indentures relating to the Debt Financing) or any Financing Sources, together with their respective affiliates, and their respective affiliates’ officers, directors, employees, controlling persons, advisors, attorneys, agents and representatives, and their respective successors and assigns, including any successors or assigns via joinder agreements or credit agreements related thereto (each, a “Parent Lender Related Party” and, collectively, the “Lender Related Parties”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities liabilities, damages, costs and damages that may be expenses suffered as a result of, based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in (1) this Agreement, the termination Debt Commitment Letter, the Debt Fee Letters, the Guaranty, the Equity Commitment Letter or any of the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, and the Transactions, (2) any breach (or threatened or alleged breach) or failure (or threatened or alleged failure) to perform under this AgreementAgreement or any of the other documents delivered herewith or executed in connection herewith or otherwise (whether such breach or failure to perform is knowing, deliberate, willful, unintentional, a Willful and Material Breach or otherwise), (3) the failure of the Merger or the other Transactions to be consummated (including the funding of the Financing), or (4) any oral representation made or alleged to have been made in connection herewith or therewith (the failure to consummate items described in clauses (1) through (4) above, collectively, the Contemplated Transactions “Transaction Related Matters”), and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) Fee, no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors such Person shall have any further liability or obligation relating to or arising out of this Agreement or any Transaction Related Matters (except that Parent shall also be obligated with respect to (I) its indemnification and expense reimbursement obligations contained in Section 5.11(c) and (II) reimbursement of the Financingcosts and expenses of enforcement and payment of interest described in the immediately following sentence), including and (ii) in circumstances where the breach of any representation, warranty, covenant, or agreement Parent Termination Fee is not payable in this Agreement (whether an Intentional Breach or otherwiseaccordance with Section 7.4(a), the termination Company may seek to recover monetary damages from Parent for a Willful and Material Breach (but, for the avoidance of this Agreementdoubt, not for any other breach or failure to consummate the Contemplated Transactions. Notwithstanding the foregoingperform hereunder) that occurs prior to such termination, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding provided that, notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, (x) the maximum aggregate liability of any Parent, Merger Sub and the Parent Related Party, the Debt Financing Sources or the Equity Investors, Parties for monetary damages relating to or arising out of this Agreement, the Debt Financing, Agreement or the Cash EquityTransactions, including the any breach of any representation, warranty, covenant, or agreement in this Agreement failure to perform hereunder (whether an Intentional such breach or failure to perform is knowing, deliberate, willful, unintentional, a Willful and Material Breach or otherwise), or the termination failure of this Agreement, the Merger or failure the other Transactions to consummate the Contemplated Transactionsbe consummated, shall be limited to not exceed an amount equal to the Parent Termination Fee, $221,516,727 and in no event shall the Company or any of its Affiliates the Company Related Parties seek or be entitled to recover obtain, nor will they permit any money of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary damages (including any consequential, special, indirect or punitive damages) from Parent or any of the Parent Related Parties in excess of such amount, and (y) for the avoidance of doubt, neither the Company nor any of the Company Related Parties shall be permitted or entitled to receive both the Parent Termination Fee, on the one hand, and to seek monetary damages, awards, fees or other amounts against Parent, Merger Sub or any of the Parent Related Parties for any losses suffered by the Company or any of the Company Related Parties in connection with any Transaction Related Matters, on the other hand. In addition, if Parent fails to pay in a timely manner the fees pursuant to this Section 7.4, then (i) Parent shall reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees and expenses of counsel) incurred in the collection of such payment, up to $10,000,000 in the aggregate, and (ii) Parent shall pay to the Company interest on such unpaid fees from and including the date payment of such amounts was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding). (e) For the avoidance of doubt, while the Company may pursue a grant of specific performance under Section 8.13 (subject to the conditions and limitations set forth therein) prior to termination of this Agreement pursuant to Section 7.1 and/or the payment of the Parent Termination Fee or other monetary damages under this Section 7.4 (subject to the conditions and limitations set forth herein) following the termination of this Agreement, under no circumstances shall the Company or any of its affiliates be permitted or entitled to seek or receive both a grant of specific performance in accordance with Section 8.13, on the one hand, and payment of all or a portion of the Parent Termination Fee or any other monetary damages from Parent or any Parent Related Party under this Section 7.4 (subject to the conditions and limitations set forth herein), on the other hand.

Parent Termination Fee. Parent shall pay to the Company a termination fee (ithe "Parent Termination Fee") In of $1,750,000 in immediately available funds in the event that this Agreement is terminated by solely as follows: (i) if Parent shall terminate pursuant to Section 8.1(e), (ii) if the Company shall terminate pursuant to Section 8.1(d); (Aiii) if the Company shall terminate pursuant to Section 7.3(a8.1(g) as a result of an Intentional Breach by Parent or (B) Parent's breach of Section 7.3(c6.2(b), Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”iv) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, if (A) the Company’s right to either party shall terminate this Agreement pursuant to Section 7.3(a8.1(h)(ii) or Section 7.3(c) and receive payment and, at any time after the date of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and before the Financingvote on this Agreement at the Parent Stockholders' Meeting, including the breach of any representationan Acquisition Proposal with respect to Parent shall have been publicly announced and not bona fide withdrawn and (B) a Competing Transaction with respect to Parent is consummated or Parent enters into a definitive agreement with respect to a Competing Transaction, warrantyin either case, covenant, or agreement in this Agreement, within twelve months following the termination of this Agreement; or (v) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b) and, or at any time after the failure date of this Agreement and before the Termination Date, an Acquisition Proposal with respect to consummate the Contemplated Transactions Parent shall have been publicly announced and not bona fide withdrawn, (B) upon payment following the existence of the such Acquisition Proposal and prior to any such termination, Parent Termination Fee to the Company shall have intentionally breached (together with any amounts owed pursuant to Section 7.5(g)and not cured after notice thereof) , no Parent Related Party, nor any of the Debt Financing Sources its covenants or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the Termination Date, and (whether an Intentional Breach C) a Competing Transaction with respect to Parent is consummated or otherwise)Parent enters into a definitive agreement with respect to a Competing Transaction, in either case, within twelve months following the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (i) In the event this Agreement is terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c), Parent shall pay or cause to be paid to the Company an amount a one-time non-refundable fee equal to Two Hundred Twenty-One Million, Seven Hundred Ten Thousand Dollars ($8,700,000 221,710,000) (the “Parent Termination Fee”) by wire transfer of immediately available funds in the event that the Company or Parent terminates this Agreement pursuant to Section 7.1(b)(i), or the Company terminates this Agreement pursuant to Section 7.1(c)(ii), and in any such case the sole reason Parent was unable to consummate the Closing in accordance with Section 2.4 was a Financing Failure Event with respect to the account or accounts designated by the Company within five (5) Business Days following such terminationDebt Financing. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) Parties agree that the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is Fee, if payable by Parent pursuant to this Section 7.5(f)(i) (together with any amounts owed pursuant 7.3(c), shall, notwithstanding anything set forth in Section 8.12 to Section 7.5(g)) shall the contrary, be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and its Affiliates, and any respective past, current or future direct or indirect equity holder, controlling Person, general or limited partner, stockholder, member, manager, director, officer, incorporator, employee, agent, Affiliate, assignee, attorney, consultant, representative, principal or financing source of the Company or any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Company Non-Recourse Related Party”), against any Debt Parent Non-Recourse Related Party, Financing Sources Source or any other sources of the Financing (and Equity Investors any respective past, current or future direct or indirect equity holder, controlling Person, general or limited partner, stockholder, member, manager, director, officer, incorporator, employee, agent, Affiliate, assignee, attorney, consultant, representative, principal or financing source of such source) for any and all losses, liabilities and damages that may be loss suffered based upon, resulting from, arising out of, or relating due to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure of the Closing to consummate occur, and other than the Contemplated Transactions and (B) upon payment of the a single Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) Fee, no Parent Non-Recourse Related Party, nor any of the Debt Financing Sources or Equity Investors Party shall have any further liability or obligation relating to or arising out of this Agreement or the Financingtransactions contemplated hereby provided, including however, that, nothing in this Section 7.3(c) shall limit or otherwise affect the right of the Company to specific performance as provided in Section 8.12 prior to a valid termination and until the Reverse Termination Fee has been paid in accordance with this Section 7.3. If this Agreement is terminated and the Reverse Termination Fee is paid to the Company in accordance with Section 7.3(c) and (d), no Company Non-Recourse Related Party shall be entitled to bring, and shall in no event support, facilitate or encourage the bringing of, any Action (under any legal theory, whether in Law or in equity, and in each case whether for breach of any representationcontract, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach tort or otherwise)) against a Parent Non-Recourse Related Party with respect to, arising out of or in connection with the failure of the Closing to occur or for a breach or failure to perform hereunder or under the Guaranty, the Equity Commitment Letter, the Debt Commitment Letter or otherwise, and the Company shall cause any such Action pending as of any termination of this Agreement, or failure Agreement to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreementbe dismissed with prejudice as promptly as practicable after such termination. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event that this Agreement is terminated by the Company pursuant to (A) Section 7.3(a9.1(f) as a result of an Intentional Breach by Parent or (B) Section 7.3(c)the failure of the Debt Financing to be funded in accordance with the Debt Commitment Letters when the parties thereto were otherwise obligated to do so, then Parent shall pay or cause to be paid to the Company an amount equal to a termination fee of $8,700,000 25,000,000 in cash (the “Parent Termination Fee”) by wire transfer of immediately available funds to the an account or accounts designated by the Company within five (5) no later than two Business Days following after the date of such termination. Parent and the Company acknowledge termination (it being understood that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything ). If Parent becomes obligated to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of pay the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to this Section 7.5(f)(i9.3 under circumstances where the Parent Termination Fee is payable, then (i) (together with any amounts owed pursuant the Parent Termination Fee shall be deemed to Section 7.5(g)) be liquidated damages for, and shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, tort or otherwise) ), of the Company and any of Company, its Affiliates against Parent and any of its Affiliates Subsidiaries, the Sellers, the Representative, the Stockholders or any of its or their respective former, current, current or future general or limited partners, shareholders, assigneesfinancing sources, controlling personsmanagers, members, directors, officers, employees, agentsadvisors and counsel or Affiliates (collectively, attorneysthe “Company Related Parties”) against Parent, partnersMerger Sub, membersthe Debt Financing Sources or any of their respective former, managers, current or future general or limited partners, stockholders, financing sources, managers, members, directors, officers, employees, advisors, counsel or Representatives Affiliates (eachcollectively, a the “Parent Related PartyParties”), any Debt Financing Sources and Equity Investors ) for any and all losses, liabilities and damages that may be Losses suffered based upon, resulting from, arising out of, or relating to this Agreement and incurred by the Financing, including the breach of any representation, warranty, covenant, or agreement Company Related Parties in connection with this Agreement, the Debt Commitment Letters (and the termination hereof and thereof), the transactions contemplated hereby and thereby (and the abandonment or termination hereof and thereof) or any matter forming the basis for such termination, and neither the Company, the Company Related Parties nor any other Person shall be entitled to bring or maintain any Proceeding against any Parent Related Parties arising out of or in connection with this Agreement, the Debt Commitment Letters, any of the transactions contemplated hereby or thereby (or the failure to consummate abandonment or termination hereof or thereof) or any matters forming the Contemplated Transactions basis for such termination under circumstances where the Parent Termination Fee is payable and (B) upon payment of Parent pays the Parent Termination Fee to the Company; and (ii) the Company (together with any amounts owed pursuant Related Parties agree that the maximum aggregate monetary liability of the Parent Related Parties, if any, shall be limited to the amount of the Parent Termination Fee, and, subject to Section 7.5(g9.3(b)) , in no Parent event shall any Company Related PartyParty seek to recover, nor whether at law, in equity, in contract, in tort or otherwise, any monetary damages in excess of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or Parent Termination Fee. (b) The Parties acknowledge and agree that the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing agreements contained in this Section 7.5(f) shall limit the remedies 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if Parent fails to timely pay the Parent Termination Fee under circumstances where it is payable, and, in order to obtain such payment, the Company under Section 8.13 or under commences a Proceeding that results in an award against the Confidentiality AgreementParent for such fee, then Parent shall pay to the Company its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Proceeding, together with interest on the amount of the Parent Termination Fee from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date that such payment was required to be made. (iiic) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge Company’s rights set forth in this Section 9.3 shall be the sole and agree that if exclusive remedies available to the Closing does not occur, Company and the maximum aggregate liability of Company Related Parties against any Parent Related Party, Parties for any Loss suffered as a result of the Debt Financing Sources failure of the Merger to be consummated or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the a breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to perform hereunder or otherwise, in each case under circumstances where the Parent Termination Fee is payable and paid; provided that (1) under no circumstances will the Company or the Company Related Parties be entitled to monetary damages, reimbursement of expenses, indemnification or other payment in excess of the amount of the Parent Termination Fee where the Parent Termination Fee is payable and paid; and (2) while the Company may pursue both a grant of specific performance in accordance with Section 12.14 and the payment of the Parent Termination Fee under Section 9.3(a), under no circumstances shall the Company or the Company Related Parties be permitted or entitled to receive both a grant of specific performance of Parent’s and Merger Sub’s obligation to consummate the Contemplated TransactionsMerger and any money damages, shall be limited to an amount equal to including all or any portion of the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. If: (i) In the event (A)(x) this Agreement is terminated by the Company pursuant to (A) Section 7.3(a), and after the date hereof and prior to the breach giving rise to such right of termination, a Parent Acquisition Proposal has been publicly announced, publicly disclosed or otherwise communicated to the Parent Board or any Person shall have publicly announced or otherwise communicated to the Parent Board an intention (whether or not conditional) as to make such a result of an Intentional Breach Parent Acquisition Proposal (and such Parent Acquisition Proposal has not been withdrawn prior to such breach), or (y) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c)(ii), and prior to the Parent Stockholder Meeting, a Parent Acquisition Proposal has been publicly announced, publicly disclosed or otherwise publicly communicated to Parent’s stockholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such a Parent Acquisition Proposal, and (B) within 12 months after the date of such termination, a transaction in respect of a Parent Acquisition Proposal is consummated or Parent enters into a definitive agreement in respect of a Parent Acquisition Proposal that is later consummated; provided that, for all purposes of this Section 7.5(c)(i), all percentages included in the definition of “Parent Acquisition Proposal” increased to 50%; (ii) this Agreement is terminated by the Company pursuant to Section 7.3(c); or (iii) this Agreement is terminated by Parent pursuant to Section 7.4(b); then, in any such event, Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge , it being understood that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment . Payment of the Parent Termination Fee solely shall be made by wire transfer of same day funds to the account or accounts designated by the Company (A) at the time of consummation of any transaction contemplated by a Parent Acquisition Proposal, in the circumstances in which it is case of a Parent Termination Fee payable by Parent pursuant to Section 7.5(f)(i7.5(c)(i), (B) as promptly as reasonably practicable after termination (together with and, in any amounts owed event, within two business days thereof), in the case of a Parent Termination Fee payable pursuant to Section 7.5(g7.5(c)(ii), and (C) at the time of termination, in the case of a Parent Termination Fee payable pursuant to Section 7.5(c)(iii). Other than with respect to fraud or Willful Breach, in the event that the Parent Termination Fee becomes payable, then payment to the Company of the Parent Termination Fee shall be the Company’s sole and exclusive remedy (whether at lawas liquidated damages for any and all losses or damages of any nature against Parent, in equity, in contract, in tort, or otherwise) its Subsidiaries and each of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or current and future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneysgeneral and limited partners, partnersmanagers, members, managersstockholders, Affiliates and assignees and each former, current or future director, officer, employee, agent, general or limited partnerspartner, manager, member, stockholder, Affiliate or Representatives assignee of any of the foregoing (eachcollectively, a the “Parent Related PartyParties”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach ) in respect of any representation, warranty, covenant, or agreement in this Agreement, any agreement executed in connection herewith, and the transactions contemplated hereby and thereby, including for any loss or damage suffered as a result of the termination of this Agreement, or the failure of the Mergers to consummate the Contemplated Transactions be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally or otherwise) or otherwise, and (B) upon payment of the such Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) Fee, no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors Party shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreementtransactions contemplated hereby and thereby. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event that this Agreement is terminated (i) by the Company pursuant to Section 7.02(e) or Section 7.02(f) or (ii) by Parent pursuant to Section 7.02(b) and, at the time of such termination, this Agreement could have been terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c7.02(f), then Parent shall pay or cause to be paid to the Company an a cash amount equal to $8,700,000 330,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following after such termination. Parent and the Company acknowledge termination (it being understood that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) ). Notwithstanding anything any other provision hereof to the contrary in this Agreementcontrary, other than the Company’s injunctive, specific performance, (i) subject to and equitable relief rights, as and only to the extent expressly permitted by without limitation of Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive full payment of the Parent Termination Fee solely in the pursuant to this Section 7.04(a) under circumstances in which it where a Parent Termination Fee is payable by Parent payable, together with any reimbursement of applicable expenses pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g7.04(b)) , shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, tort or otherwise) of the Company and any Company Related Party against Parent, Merger Sub and each of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, current or future shareholdersdirect or indirect stockholders, assigneesequity holders, controlling persons, portfolio companies, directors, officers, employees, agents, attorneys, general or limited partners, members, managers, trustees, attorneys, agents, representatives, Affiliates and Financing Sources, and any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, general or limited partnerspartner, member, manager, trustee, attorney, agent, representative or Representatives Affiliate of any of the foregoing (each, other than Parent and Merger Sub, a “Parent Related Party”), any Debt Financing Sources and Equity Investors ) for any and all losseslosses or damages suffered or incurred in connection with this Agreement (and the actual or purported termination hereof), liabilities the Merger and damages that may be suffered based uponthe other transactions contemplated hereby (and the abandonment thereof), resulting fromthe Financing Commitments or the Guarantees (except, arising out offor the avoidance of doubt, for the Guarantors’ respective obligations under the Guarantees, subject to the limitations contained therein), or relating to this Agreement and any matter forming the Financingbasis for such termination, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (Bii) upon payment of the Parent Termination Fee to the Company (Fee, together with any amounts owed reimbursement of applicable expenses pursuant to Section 7.5(g7.04(b)) , no none of Parent, Merger Sub or any Parent Related Party, nor any of the Debt Financing Sources or Equity Investors Party shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. any Company Related Party, and (iii) Notwithstanding anything neither the Company nor any Company Related Party shall be entitled to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financinghereunder other than, or in the Cash Equity, including aggregate in excess of the breach amount of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, together with any reimbursement of applicable expenses pursuant to Section 7.04(b). The Company shall not, and in no event shall the cause each Company or any of its Affiliates Related Party not to, seek to recover any money monetary damages or other monetary relief (x) in the aggregate in excess of such amount.amount or (y) from any Parent Related Party (other than the Guarantors, pursuant to, and subject to the limitations contained in, the Guarantees). Nothing in this Section 7.04(a) shall limit (A) the obligations of Parent, Merger Sub, the Guarantors or any other Person under the respective Confidentiality Agreements, (B) the right of the Company, its Subsidiaries and their respective representatives to be indemnified and reimbursed for expenses in accordance with Section 5.10(c) or (C) the right of the Company to equitable relief in accordance with

Parent Termination Fee. (ia) In the event If this Agreement is terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by (Parent or Change in Recommendation) then Parent shall, within two (B2) Section 7.3(c), Parent shall Business Days after such termination pay or cause to be paid to the Company an amount a fee equal to $8,700,000 100,000,000 plus the Company Expenses (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such terminationParent. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) Notwithstanding anything prior to such termination referred to in clause (i) of this sentence, but after the contrary in date of this Agreement, a Parent Acquisition Proposal (other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the a Permitted Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)Acquisition Proposal) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against have been publicly made to Parent and any of its Affiliates or any of its Subsidiaries or their respective former, current, shall have been made directly to Parent’s stockholders or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating otherwise communicated to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee Board and Parent’s stockholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to the Company make a Parent Acquisition Proposal (together with any amounts owed pursuant to Section 7.5(gother than a Permitted Parent Acquisition Proposal)) and, no Parent Related Partyin each case, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financingnot withdrawn, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. and (iii) Notwithstanding anything within twelve (12) months after the date of a termination in either of the cases referred to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out clause (i) of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwiseSection 7.6(b), the termination of this AgreementParent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, or failure to consummate the Contemplated Transactions, then Parent shall be limited to an amount equal to pay the Parent Termination Fee, and less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval), then Parent shall pay to the Company, by wire transfer of immediately available funds, a fee equal to $10,000,000 (the “Company Expenses”) as promptly as practicable (and, in any of its Affiliates seek to recover any money damages in excess of event, within two (2) Business Days following such amounttermination).

Parent Termination Fee. (i) In the event that Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(iv), then Parent shall pay the Company, within two Business Days of the date of such termination, a one-time fee equal to One Hundred Fifty Million Dollars ($150,000,000) (the “Parent Stockholder Approval Termination Fee”). (ii) In the event that the Company terminates this Agreement pursuant to Section 7.1(c)(ii), then Parent shall pay the Company, within two Business Days of the date of such termination, a one-time fee equal to One Hundred Seventy Five Million Dollars ($175,000,000) (the “Parent Fiduciary Termination Fee”). (iii) In the event that the Company terminates this Agreement pursuant to Section 7.1(c)(iv), then Parent shall pay the Company, within two Business Days of the date of termination, a one-time fee equal to Two Hundred Fifty Million Dollars ($250,000,000) (the “Parent Financing Termination Fee”); provided, however, that the Company may provide notice to Parent prior to such second Business Day that the Company is deferring the payment of the Parent Financing Termination Fee until the 11th Business Day following the date of such termination, in which case (i) if the Company has a good faith belief that Parent has willfully breached Section 5.16 of this Agreement, the Company may elect prior to the 10th Business Day following the date of such termination to seek any available legal remedies against Parent in lieu of receiving the Parent Financing Termination Fee at such time (notwithstanding anything to the contrary contained herein), or (ii) the Company will request the payment of the Parent Financing Termination Fee on such 11th Business Day; provided, further, however, that to the extent the Company pursues available legal remedies pursuant to this Section 7.3(b)(iii), the Company shall not be deemed to have waived its entitlement to the Parent Financing Termination Fee and shall be entitled to receive (irrespective of the judicial outcome of any related Action) no less than the Parent Financing Termination Fee. (iv) In the event that (A) an Alternative Parent Transaction Proposal shall have been communicated to or otherwise made known to the Parent Stockholders, senior management or Board of Directors of Parent, or any Person or group of Persons shall have publicly announced an intention (whether or not conditional) to make an Alternative Parent Transaction Proposal, (B) thereafter this Agreement is terminated (x) by the Company or Parent pursuant to Section 7.1(b)(i) (if (1) the Parent Stockholder Approvals have not theretofore been obtained and (2) such termination does not result in the application of Section 7.3(a)) or Section 7.1(b)(iv) or (y) by the Company pursuant to Section 7.1(c)(iii), and (AC) prior to the date that is eighteen (18) months after the date of such termination Parent consummates a transaction of a type set forth in the definition of “Alternative Parent Transaction” or enters into a Parent Acquisition Agreement, then Parent shall, on the earlier of the date such transaction is consummated or any such Parent Acquisition Agreement is entered into, pay to the Company a one-time fee equal to the Parent Fiduciary Termination Fee (provided that for purposes of this clause (iv), each reference to “20%” in the definition of “Alternative Parent Transaction” and “Parent Acquisition Agreement” shall be deemed to be a reference to “50%”). In the event that Parent has already paid a Parent Termination Fee to the Company pursuant to this Section 7.3(a7.3(b) as a result of an Intentional Breach by and the Parent or (B) Fiduciary Termination Fee subsequently becomes payable pursuant to this Section 7.3(c7.3(b)(iv), Parent shall be obligated to pay or cause to be paid to the Company an amount equal to $8,700,000 (by which the “Parent Fiduciary Termination Fee”Fee due under this Section 7.3(b)(iv) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) exceeds the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate previously paid to the Company in circumstances in which Company. Parent shall have no obligation to make any payment pursuant to this Section 7.3(b)(iv) if Parent shall have paid the Parent Financing Termination Fee is payable, which amount would otherwise be impossible pursuant to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasionSection 7.3(b)(iii). (iiv) Notwithstanding anything to the contrary in this Agreement, in no event shall Parent be obligated to pay, or cause to be paid, more than one Parent Termination Fee (other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13that more than one fee is so payable and the highest applicable fee has not yet been paid) (if, (A) for the Company’s right avoidance of doubt, the second such Parent Termination Fee becomes payable subsequent to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive the payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the first such Parent Termination Fee, Parent shall only be obligated to pay the difference between the amount already paid and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amounthigher fee payable hereunder).

Parent Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to (ASection 9.1(f) or Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c9.1(k), Parent shall pay (or cause to be paid paid) to the Company an amount a fee equal to Ten Million Dollars ($8,700,000 10,000,000) in cash (the “Parent Termination Fee”) within one Business Day after demand by the Company by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company within five Company. (5ii) Business Days following In the event that (A) this Agreement is terminated pursuant to Section 9.1(b) or Section 9.1(e), and (B) prior to any such termination. Parent and the Company acknowledge that termination (1) all the conditions set forth in Sections 1.3(a) and 1.3(b) have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing), (2) the Company irrevocably confirmed to Parent in writing that if Parent and Merger Sub perform their obligations hereunder and the Debt Financing is funded, then the Company is prepared to consummate the Merger, and (3) Parent and Merger Sub failed to consummate the Merger within the time period required by Section 1.2(a), then Parent shall pay (or cause to be paid) to the Company a fee equal to the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate within one Business Day after demand by the Company by wire transfer of immediately available funds to an account designated in circumstances writing by the Company. (iii) Notwithstanding anything to the contrary in which this Agreement, in the event the Parent Termination Fee becomes payable and is payablepaid by Parent in full in accordance with the terms of this Section 9.4(b), which amount would (A) the Company’s right to receive payment of the Parent Termination Fee pursuant to this Section 9.4(b) shall be the sole and exclusive remedy of the Company and any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, member, manager, agent or affiliate thereof, or to any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, member, manager, agent or Affiliate of any of the foregoing (each, a “Company Related Party”) against Parent, Merger Sub, the Financing Sources or their respective Affiliates for any breach, liability, loss or other damage suffered or incurred by the Company or any of its Subsidiaries as a result of the failure of Parent and Merger Sub to consummate the Merger in accordance with the terms hereof, (B) neither Parent, Merger Sub, the Financing Sources nor any of their Affiliates shall have any further liability or obligation to the Company or any Company Related Party, in any case relating to or arising out of this Agreement or the transactions contemplated hereby, in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law or otherwise be impossible to calculate with precision and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of a party hereto or another person or otherwise, and (2C) the Company shall not be entitled to seek any specific performance remedies pursuant to Section 10.11(b). Notwithstanding the forgoing, the Company shall not be limited by this Section 9.4(b)(iii) in pursuing remedies against Parent and Merger Sub in the event of fraud in connection with this Agreement or the transactions contemplated hereby. (iv) The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) whether or Section 7.3(c) and receive payment of not the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out payable under more than one provision of this Agreement at the same or at different times and the Financing, including the breach occurrence of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreementdifferent events. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event this Agreement is terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c8.1(g), Parent shall pay or cause to be paid to the Company an amount equal to of $8,700,000 17,920,000 (the “Parent Termination Fee”) to the Company as soon as practicable after such termination (and in any event within two (2) Business Days of receipt of the Company’s termination notice pursuant to Section 8.2), by wire transfer of immediately available same day funds to the account one or more accounts designated by the Company within five (5) Business Days following such termination. Company; provided, however, any damages paid previously by Parent and or Merger Sub to the Company acknowledge that (1) pursuant to the proviso in Section 8.2 shall be deducted from the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible payable pursuant to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasionthis Section 8.4(a). (iib) Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, Company agrees that (Ai) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely (together with the costs and expenses referred to in the circumstances in which it is Section 8.5, if applicable, and amounts payable by Parent pursuant to under Section 7.5(f)(i6.9(b) (together with any amounts owed pursuant to the second sentence thereof) and Section 7.5(g9.11 (the proviso thereof)) ), if such payment is payable and actually paid, shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company against the Parent Group and each Debt Financing Source under the Debt Commitment Letters, and (ii) in such event, no member of the Parent Group or any Debt Financing Source under the Debt Commitment Letters shall have any further liability or obligation, in any such case (clause (i) or (ii)) relating to, arising out of or with respect to this Agreement or any of its Affiliates against Parent and the Transactions (whether relating to, arising out of or with respect to any matter(s) forming the basis for such termination or otherwise); provided, however, that the preceding sentence shall not affect the Company’s right to seek specific performance prior to the termination of this Agreement to the extent permitted pursuant to Section 9.13 hereof. Without limitation of the foregoing, none of the Company, any of its Affiliates or any of its other Person shall be entitled to bring or their respective formermaintain any proceeding, currentclaim, suit or action against, or future shareholdersseek damages from, assigneesParent, controlling personsMerger Sub, directorsthe Fund, officers, employees, agents, attorneys, partners, members, managers, general any other member of the Parent Group or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and Source under the Financing, including Debt Commitment Letters in contravention of the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of preceding sentence. Under no circumstances shall the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreementbe payable more than once. (iiic) Notwithstanding anything Subject to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability Company’s right to seek specific performance of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating Commitment Letter pursuant to or arising out of this Agreement, and to the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwiseextent permitted by Section 9.13(a), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek or permit to be sought on behalf of the Company any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from any member of the Parent Group other than Parent or, with respect to the Limited Guarantee, the Fund, in connection with this Agreement or the Transactions. The Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, any member of the Parent Group (other than Parent to the extent provided in this Agreement or the Fund to the extent provided in the Limited Guarantee or, subject to Section 9.13 of this Agreement, the Equity Commitment Letter), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent against the Fund or any other member of the Parent Group, by the enforcement of any assessment or by any legal or equitable Proceeding, by virtue of any applicable Law, or otherwise, except for its rights to recover from the Fund (but not any money damages other member of the Parent Group (including any general partner or managing member)) under and to the extent provided in excess the Limited Guarantee or, subject to Section 9.13 of such amountthis Agreement, the Equity Commitment Letter, and subject to the other limitations described therein. The Company acknowledges that both Parent and Merger Sub are newly-formed companies and do not have any material assets except in connection with this Agreement or the Financing Commitments as expressly set forth herein and therein.

Parent Termination Fee. (i) In the event that this Agreement is terminated by the Company by, (a) either Buyer or Sellers’ Representative pursuant to (A) Section 7.3(a) 11.1.5 as a result of an Intentional Breach by Parent any final and nonappealable Order with respect to the HSR Act or any other applicable antitrust laws, or (Bb) either Buyer or Sellers’ Representative pursuant to Section 7.3(c11.1.4 and at the time of such termination, the conditions set forth in Section 7.4, solely with respect to the HSR Act, Section 7.5(a), Section 8.4, solely with respect to the HSR Act, or Section 8.5(a) shall not have been satisfied, but all other conditions in Section 7 and Section 8 shall have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing), then Parent shall pay or cause to be paid to the Company an amount RHC a fee equal to $8,700,000 40,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available same-day funds to on the account or accounts designated by the Company within five second (52nd) Business Days business day following such termination. Parent and In the Company acknowledge event that (1) RHC shall receive full payment pursuant to this Section 11.3, the receipt of the Parent Termination Fee is not a penalty but is shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Acquired Companies, RHC or any Seller or their respective Affiliates or any other Person in a reasonable amount connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Acquired Companies or any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Buyer or any of their respective Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. For the avoidance of doubt, any payment made by Parent under this Section 11.3 shall be payable only once with respect to this Section 11.3 and not in duplication even though such payment may be payable under one or more provisions hereof. The Parties hereto acknowledge and agree that will compensate the Company agreements contained in circumstances in which this Section 11 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, RHP, RHC and the Sellers would not enter into this Agreement. If Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required fail to pay the Parent Termination Fee on more than one occasion. when due, such fee shall also be deemed to include the costs and expenses incurred by RHC, the Sellers and the Acquired Companies (iiincluding fees and expenses of counsel) Notwithstanding anything to in connection with the contrary in collection under and enforcement of this AgreementSection 11, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be interest on such unpaid fee, commencing on the sole and exclusive remedy (whether date that such fee became due, at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount rate equal to the Parent Termination Fee, and rate of interest published in no event shall the Company or any “Money Rates” section of its Affiliates seek to recover any money damages The Wall Street Journal in excess of effect on the date such amountfee became due.

Parent Termination Fee. (ia) In the event that: (i) (A) a bona fide proposal or offer with respect to a Takeover Proposal will have been proposed or communicated (and not withdrawn), after the date hereof and prior to the Company Shareholders Meeting (or prior to the termination of this Agreement if there has been no Company Shareholders Meeting), (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 8.2(a) or Section 8.2(c) and (C) within 12 months after the termination of this Agreement, the Company consummates, or enters into a definitive agreement in connection with, any such Takeover Proposal); provided that for purposes of this Section 8.6(a), all references to “20%” in the definition of “Takeover Proposal” will be deemed to be references to “50%”; (ii) this Agreement is terminated by Parent pursuant to Section 8.3; or (iii) this Agreement is terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by 8.4(a), then the Company will pay to Parent or (B) Section 7.3(c), Parent shall pay or cause to be paid to the Company its designees an amount equal to $8,700,000 (the “Parent Termination Fee”) equal to the sum of (x) $324,000, plus (y) all of the out-of-pocket fees and expenses, not to exceed $400,000 (including, without limitation, all fees and expenses of counsel and accountants), incurred by Parent, Merger Sub or their Affiliates in connection with this Agreement and the transactions contemplated by this Agreement, by wire transfer of immediately available same day funds to the account or accounts designated by the Company as promptly as possible (but in any event (A) within five (5) Business Days following after such termination. Parent and termination in the Company acknowledge that case of a termination referred to in clause (1ii), (B) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and within two (2) Business Days following the entry by the Company into the definitive agreement in connection with a Takeover Proposal in the case of a termination referred to in clause (i) or (C) prior to or concurrently with the termination of this Agreement in the case of a termination pursuant to clause (iii)); it being understood that in no event shall Parent will the Company be required to pay the Parent Termination Fee on more than one occasion. (iib) Notwithstanding anything In the event that the Company fails to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of pay the Parent Termination Fee solely when due and in accordance with the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out requirements of this Agreement, the Debt FinancingCompany will reimburse Parent for reasonable costs and expenses actually incurred or accrued by Parent (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.6, or together with interest on such unpaid Parent Termination Fee commencing on the Cash Equitydate that the Parent Termination Fee became due, including at the breach prime rate as published in the Wall Street Journal Table of Money Rates on such date plus 3.00%. Such collection expenses will not otherwise diminish in any representationway the payment obligations hereunder. (c) Each of the Company, warranty, covenant, or agreement Parent and Merger Sub acknowledges that (i) the agreements contained in this Agreement Section 8.6 are an integral part of the transactions contemplated by this Agreement, (whether an Intentional Breach or otherwise), ii) the damages resulting from termination of this AgreementAgreement under circumstances where a Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, or failure the amount payable pursuant to consummate the Contemplated Transactions, shall be limited to Section 8.6(a) is not a penalty but rather constitutes an amount equal akin to liquidated damages in a reasonable amount that will compensate Parent for the Parent Termination Fee, efforts and resources expended and opportunities foregone while negotiating this Agreement and in no event shall reliance on this Agreement and on the Company or any expectation of its Affiliates seek to recover any money damages the consummation of the transactions contemplated by this Agreement and (iii) without the agreements contained in excess of such amountthis Section 8.6, Parent would not have entered into this Agreement.

Parent Termination Fee. (i) In the event If Parent terminates this Agreement is terminated by pursuant to Section 8.1(j), then Parent shall pay or cause to be paid to the Company concurrently with, and as a condition to such termination, an amount in cash equal to $290,000,000 (the “Parent Termination Fee”). (ii) If the Company terminates this Agreement pursuant to Section 8.1(f), then Parent shall pay or cause to be paid to the Company, within three business days after such termination, the Parent Termination Fee. (iii) If (A) Section 7.3(a) as a result of an Intentional Breach by Parent or the Company terminates this Agreement pursuant to Section 8.1(d) (solely in the event that the Parent Stockholder Approval has not been obtained), (B) Section 7.3(c)a Parent Competing Proposal shall have been publicly disclosed prior to the date of such termination, and (C)(1) any Parent Qualifying Transaction is consummated within 12 months after such termination or (2) Parent enters into a definitive agreement providing for a Parent Qualifying Transaction within 12 months after such termination and such Parent Qualifying Transaction is consummated, then within one business day after the date any such Parent Qualifying Transaction is consummated, Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”. (iv) If (A) the Company or Parent terminates this Agreement pursuant to Section 8.1(h), (B) a Parent Competing Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Parent Special Meeting, and (C)(1) any Parent Qualifying Transaction is consummated within 12 months after such termination or (2) Parent enters into a definitive agreement providing for a Parent Qualifying Transaction within 12 months after such termination and such Parent Qualifying Transaction is consummated, then within one business day after the date any such Parent Qualifying Transaction is consummated, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (v) In the event any amount is payable pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company within five (5) Business Days following such terminationCompany. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in In no event shall Parent be required obligated to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (i) In the event If Parent terminates this Agreement is terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c8.1(c), then Parent and Merger Sub shall pay or cause to be paid to the Company an amount equal to a fee of $8,700,000 14,340,000 in cash (the “Parent Termination Fee”) on the day such termination occurs and substantially concurrently with such termination. (ii) If the Company terminates this Agreement pursuant to (A) either of Sections 8.1c)(ii)(A) or 8.1(c)(ii)(B), then Parent and Merger Sub shall pay or cause to be paid to the Company the Parent Termination Fee within two Business Days after such termination, or (B) Section 8.1(c)(ii)(C), then Parent and Merger Sub shall pay or cause to be paid to the Company the Parent Termination Fee within two Business Days after such termination (provided, however, that, in the case of a termination of this Agreement pursuant to Section 8.1(c)(ii)(C), all references to the “Parent Termination Fee” herein shall be deemed to be $9,560,000). (iii) In the event any amount is payable pursuant to this Section 8.2(c), such amount shall be paid by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company Company. (iv) If, within five (512 months after the valid termination of this Agreement in accordance with Section 8.1(c) Business Days following such termination. Parent and the Company acknowledge that (1) subsequent payment of the Parent Termination Fee is not a penalty but is liquidated damages pursuant to this Section 8.2(c) in a reasonable amount that will compensate connection therewith, the Company in circumstances in which enters into a definitive agreement providing for any Company Competing Proposal with an aggregate value equal to or greater than $239,000,000, then the Company shall, concurrently with the consummation of such Company Competing Proposal, pay to Parent an amount equal to the Parent Termination Fee is payable(less the reasonable fees and expenses of the Company actually incurred and documented in connection with the negotiation of this Agreement and in furtherance of the consummation of the Transactions). (v) For the avoidance of doubt, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent or Merger Sub be required obligated to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event this Agreement is terminated (i) by the Company WPZ pursuant to (A) Section 7.3(a) as (Parent Adverse Recommendation Change) or (ii) by WPZ or Parent pursuant to Section 7.2(c) (Parent Stockholder Approval), and in the case of each of clause (i) and (ii) where prior to such termination a result Parent Adverse Recommendation Change has occurred, then Parent shall pay to WPZ, after the date of an Intentional Breach termination, the Parent Termination Fee, which payment, subject to Section 7.6(d), shall be paid in four equal quarterly installments, with each such installment to be paid within two (2) Business Days following the first four dates that a regular quarterly distribution is paid to holders of WPZ Units following termination of this Agreement. (b) In the event that (i) a Parent Acquisition Proposal has been publicly proposed or publicly disclosed by any Person or such a Parent Acquisition Proposal has otherwise become publicly known to Parent’s stockholders generally and in any event such proposal is not subsequently irrevocably withdrawn at least seven days prior to the earlier of the Parent Stockholder Meeting or the termination of this Agreement, (ii) thereafter this Agreement is terminated by either Parent or WPZ pursuant to Section 7.2(a) (BTermination Date) or Section 7.3(c7.2(c) (Parent Stockholder Approval) and (iii) within 12 months after the termination of this Agreement, Parent or any of its Subsidiaries enters into any definitive agreement with respect to, or consummates, such Parent Acquisition Proposal, then, subject to Section 7.6(d), Parent shall pay to WPZ, upon the first to occur of such entering into a definitive agreement or cause to be paid to consummation of such Parent Acquisition Proposal, the Company an amount equal to $8,700,000 (the “Parent Termination Fee”; provided that for purposes of this Section 7.6(b), “25%” shall be deemed to be references to “50%” in the definition of Parent Acquisition Proposal. (c) If this Agreement is validly terminated by WPZ pursuant to the provisions of Section 7.3(b) (Parent Uncured Breach), then Parent shall pay to WPZ by wire transfer of immediately available funds to the an account or accounts designated by WPZ an amount equal to the Company WPZ Expenses, and such payment shall be made within five (5) Business Days following after such termination. . (d) The “Parent Termination Fee” shall be an amount of cash equal to the lesser of (i) $410 million (the “Parent Base Amount”) and (ii) the Company acknowledge maximum aggregate amount, if any, that can be paid to WPZ without causing WPZ to fail the gross income requirement in Section 7704(c)(2) of the Code for any WPZ taxable year within the Measurement Period (1) as defined below), treating the Parent Termination Fee and the WPZ Expenses as non-qualifying income and after taking into consideration all other sources of non-qualifying income (such maximum amount, the “Non-Qualifying Income Cushion”), for the applicable year, as determined by WPZ’s independent accountants. Notwithstanding the foregoing, in the event WPZ receives an opinion from outside counsel or a ruling from the IRS (“Tax Guidance”) providing that WPZ’s receipt of the Parent Base Amount would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code, the Parent Termination Fee shall be an amount equal to the Parent Base Amount and Parent shall, upon receiving notice that WPZ has received the Tax Guidance, pay to WPZ any unpaid portion of the Parent Base Amount within five (5) Business Days. In the event that WPZ is not able to initially receive a penalty but Parent Termination Fee equal to the full Parent Base Amount due to the above limitations, Parent shall place an amount in cash equal to the unpaid portion of the Parent Base Amount in escrow by wire transfer within three (3) Business Days of such determination and shall not release any portion thereof to WPZ unless and until WPZ receives either: (x) a letter from an independent nationally recognized accounting firm indicating the amount of the Non-Qualifying Income Cushion determined for any subsequent WPZ taxable year (in which case Parent shall pay to WPZ the lesser of the unpaid portion of the Parent Base Amount or the amount of the Non-Qualifying Income Cushion determined for such subsequent WPZ taxable year within five (5) Business Days after Parent has been notified thereof) or (y) Tax Guidance providing that WPZ’s receipt of such portion would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code (in which case Parent shall pay to WPZ any unpaid portion of the Parent Base Amount within five (5) Business Days after Parent has been notified thereof). Parent agrees to cooperate with WPZ to maximize the portion of the Parent Base Amount that may be paid as the Parent Termination Fee without causing WPZ to fail to meet the requirements of Section 7704(c)(2) of the Code, including using its commercially reasonable efforts to assist WPZ in obtaining a favorable ruling or legal opinion from outside counsel, in each case, as described in this Section 7.6(d). The obligation of Parent to pay any unpaid portion of the Parent Base Amount shall terminate at the close of the period ending December 31 following the date that is liquidated damages five (5) years from the date of this Agreement (the “Measurement Period”). Any amounts remaining in a reasonable amount escrow after the obligation of Parent to pay the Parent Base Amount terminates shall be retained by Parent. (e) The parties acknowledge that will compensate the Company in provisions of this Section 7.6 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the parties would enter into this Agreement. The parties agree that upon termination of this Agreement under circumstances in which the Parent Termination Fee is payable, which amount would otherwise receipt of the Parent Termination Fee shall be impossible WPZ’s sole and exclusive remedy under this Agreement, and upon such termination, Parent shall have no further liability to calculate with precision WPZ or the WPZ General Partner of any kind in respect of this Agreement and (2) the transactions contemplated by this Agreement other than its obligation to pay the Parent Termination Fee and WPZ Expenses and except as expressly set forth in Section 7.5. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. occasion (ii) Notwithstanding anything to provided that for the contrary in this Agreementavoidance of doubt, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely shall be paid in multiple installments in accordance with Section 7.6(a)). In the circumstances in which it is payable by event that Parent pays the WPZ Expenses pursuant to this Section 7.5(f)(i) (together with 7.6, then any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee required to be paid by Parent under this Section 7.6 shall be reduced by the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any amount of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality AgreementWPZ Expenses previously paid. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (i) In the event this Agreement is terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c), agrees that Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 1,925,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds if this Agreement is validly terminated pursuant to the account or accounts designated by the Company within five (5) Business Days following such terminationSection 9.01(k). Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which If the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on shall be paid by Parent as directed by the Company in writing in immediately available funds as soon as is reasonably practicable following the date of termination of this Agreement by the Company, but in any event no more than one occasion. (ii) two Business Days following such date. Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate if this Agreement may be terminated pursuant to Section 7.3(a) or Section 7.3(c) and receive 9.01(k), the payment of the Parent Termination Fee solely in (plus the circumstances in which it is amounts payable by Parent pursuant to under Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g9.03(d), if any) shall be the Company's sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates Subsidiaries against Parent Parent, MergerSub, the Lenders and any of its Affiliates or any of its or their respective former, current, or future shareholdersgeneral or limited partners, assigneesstockholders, controlling personsmanagers, members, directors, officers, employeesaffiliates or agents (each of the foregoing, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a the “Parent Related PartyParties”), any Debt Financing Sources and Equity Investors ) for any and all losses, liabilities and damages that may be loss suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the as a result of any breach of any representation, warranty, covenant, covenant or agreement in this AgreementAgreement or the failure of the Merger to be consummated for any reason, and upon the termination payment by Parent of such amounts when due in accordance with this Agreement, none of Parent, MergerSub or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors Parties shall have any further liability or obligation relating to or arising out of this Agreement (or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement) or the transactions contemplated by this Agreement (or the abandonment thereof) other than with respect to the Confidentiality Agreement; and (B) none of the Company, its Subsidiaries or failure to consummate Company Related Parties shall have any rights or claims against any Investor or Lender in connection with this Agreement, the Contemplated TransactionsCommitment Letters or the Financing, whether at law or equity, in contract, in tort or otherwise. Notwithstanding the foregoing, nothing contained in this Section 7.5(f9.03(c) shall limit restrict the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything Company's rights to seek specific performance pursuant to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability terms of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amountSection 10.06.

Parent Termination Fee. (iA) In the event If this Agreement is terminated by the Company pursuant to (ASection 10.01(d)(ii) Section 7.3(a) as a result of an Intentional Breach or by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii), then the Company shall pay to Parent a termination fee in immediately available funds in an amount corresponding to such termination as set forth below: (x) $3,828,088.57 for such termination pursuant to Section 10.01(c)(i) (the “Section 6.04 Breach Fee”); or (By) $3,588,833.03 for such termination pursuant to Section 7.3(c)10.01(c)(iii) or 10.01(d)(ii) (the “General Fee” and, Parent shall pay or cause to be paid to together with the Company an amount equal to $8,700,000 (Section 6.04 Breach Fee, the “Parent Termination Fee”). (B) by wire transfer of immediately available funds to the account or accounts designated If this Agreement is terminated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i10.01(b)(i) (together with any amounts owed as a result of the failure to satisfy the Minimum Condition or by Parent pursuant to Section 7.5(g10.01(c)(ii)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of then the Company shall, within two Business Days after such termination, pay to Parent in immediately available funds the Expense Reimbursement; provided that if, (x) prior to such termination an Acquisition Proposal by a third party has been publicly disclosed or announced (or has otherwise become publicly known) and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the y) within nine (9) months after such termination of this AgreementAgreement the Company shall enter into a definitive agreement or consummate a transaction relating to any Acquisition Proposal, which need not have been the Acquisition Proposal that shall have been publicly disclosed or announced or publicly made known prior to termination hereof, the failure Company shall pay to consummate Parent the Contemplated Transactions and General Fee, less the Expense Reimbursement previously paid, immediately upon the date upon which the Company enters into any definitive agreement relating to the Acquisition Proposal (or, if there is no such agreement, upon consummation of such Acquisition Proposal). For purposes of the term “Acquisition Proposal” as used in this subclause (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), references to “20% or more” in the termination definition of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, such term shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount“more than 50%”.

Parent Termination Fee. (ia) In the event If this Agreement is terminated by the Company pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by (Parent or Change in Recommendation) then Parent shall, within two (B2) Section 7.3(c), Parent shall Business Days after such termination pay or cause to be paid to the Company an amount a fee equal to $8,700,000 100,000,000 plus the Company Expenses (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such terminationParent. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) Notwithstanding anything prior to such termination referred to in clause (i) of this sentence, but after the contrary in date of this Agreement, a Parent Acquisition Proposal (other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the a Permitted Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)Acquisition Proposal) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against have been publicly made to Parent and any of its Affiliates or any of its Subsidiaries or their respective former, current, shall have been made directly to Parent’s stockholders or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating otherwise communicated to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee Board and Parent's stockholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to the Company (together with any amounts owed pursuant to Section 7.5(gmake a Parent Acquisition Proposal ( other than a Permitted Parent Acquisition Proposal)) and, no Parent Related Partyin each case, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financingnot withdrawn, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. and (iii) Notwithstanding anything within twelve (12) months after the date of a termination in either of the cases referred to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out clause (i) of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwiseSection 7.6(b), the termination of this AgreementParent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, or failure to consummate the Contemplated Transactions, then Parent shall be limited to an amount equal to pay the Parent Termination Fee, and less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “fifty percent (50%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval), then Parent shall pay to the Company, by wire transfer of immediately available funds, a fee equal to $10,000,000 (the “Company Expenses”) as promptly as practicable (and, in any of its Affiliates seek to recover any money damages in excess of event, within two (2) Business Days following such amounttermination).

Parent Termination Fee. (ia) In the event that this Agreement is terminated by Parent, pursuant to Section 8.2(a), then Parent shall, concurrently with and as a condition to the effectiveness of the termination, pay the Company pursuant to (A) Section 7.3(a) as a result termination fee of an Intentional Breach by Parent or (B) Section 7.3(c), Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 10,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available same day funds to the an account or accounts designated specified in writing by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasionCompany. (iib) Notwithstanding anything In the event that (i) a Takeover Proposal shall have been made (and not subsequently withdrawn) to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its Subsidiaries or any Person shall have publicly announced (and not subsequently withdrawn) a bona fide intention (whether or not conditional) to make a Takeover Proposal with respect to Parent or any of its Subsidiaries, (ii) thereafter this Agreement is terminated pursuant to (x) Section 8.1(c) or (y) Section 8.2(b) if, at such time, the only condition or conditions set forth in Article 7 that have not been satisfied (other than those conditions by their respective formernature are to be satisfied at Closing) are either or both of the failure to have received the Parent Stockholder Approval and the failure to close the Parent Equity Offering and (iii) within nine (9) months after any such termination referred to in clause (ii) above, currentParent enters into a definitive contract with respect to, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”)consummates the transactions contemplated by, any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, Takeover Proposal (regardless of whether such Takeover Proposal is (w) made before or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the after termination of this AgreementAgreement or (z) is the same Takeover Proposal referred to in clause (i) above), or (iv) thereafter the failure to consummate the Contemplated Transactions transactions contemplated by such Takeover Proposal are consummated and (Bv) upon payment in the case of termination pursuant to Section 8.2(b) or Section 8.3(b), the Parent Stockholder Approval shall not have been obtained, then Parent shall, on the date of consummation of the transactions described in such Takeover Proposal, pay the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) Company, no Parent Related Party, nor any by wire transfer of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited same day funds to an amount equal to account specified in writing by the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amountCompany.

Parent Termination Fee. (i) In If Parent or the event Company terminates this Agreement is terminated by the Company pursuant to Section 9.1(d) and, at the time of such termination, (A) the condition set forth in Section 7.3(a8.1(d) (solely because any such injunction or order is in respect of, or any such Law is, the HSR Act or any other Applicable Antitrust Law) or Section 8.1(e) has not been satisfied and (B) all of the conditions set forth in Article VIII, other than the conditions set forth in Section 8.1(d) (solely because any such injunction or order is in respect of, or any such Law is, the HSR Act or any other Applicable Antitrust Law) or Section 8.1(e) and those conditions that by their nature are to be satisfied at the Closing (provided that such conditions to be satisfied at the Closing would be satisfied as of the time of such termination if the Closing were to occur on the date of such termination), shall have been satisfied or, to the extent permitted by applicable Law, waived, and (1) the Outside Date has not been extended as a result of an Intentional Breach election by Parent or (B) pursuant to Section 7.3(c9.1(d)(ii), Parent shall pay or cause to be paid to the Company the Regulatory Parent Termination Fee or (2) the Outside Date has been extended as a result of an amount equal election by Parent pursuant to $8,700,000 (Section 9.1(d)(ii), Parent shall pay or cause to be paid to the “Company the Extended Parent Termination Fee”, in each case within two business days after such termination. (ii) If the Company terminates this Agreement pursuant to Section 9.1(g), Parent shall pay or cause to be paid to the Company the Financing Parent Termination Fee, in each case within two business days after such termination. (iii) In the event any amount is payable by Parent pursuant to the preceding clauses (i) or (ii), such amount shall be paid by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company. The Company within five shall promptly provide wire transfer instructions in writing to Parent upon request (5) Business Days following such termination. and in any event with sufficient time to allow Parent and to pay or cause to be paid to the Company acknowledge that (1) the any Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate payable hereunder within the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be time periods required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement9.2(c)). (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (i) In the event this Agreement is terminated by the Company pursuant to If (A) the Company or Parent terminates this Agreement pursuant to Section 7.3(a8.1(c) as a result of an Intentional Breach by Parent or Section 8.1(h), (B) a Parent Competing Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Parent Special Meeting, and (C)(1) any Parent Competing Proposal is consummated within twelve (12) months of such termination or (2) Parent enters into a definitive agreement providing for a Parent Competing Proposal within twelve (12) months of such termination and such Parent Competing Proposal is consummated, within one (1) business day after the date any such Parent Competing Proposal is consummated Parent shall pay a fee of $1,175,000,000 in cash (the “Parent Termination Fee”). Solely for purposes of this Section 7.3(c8.2(c)(i), the term “Parent Competing Proposal” shall have the meaning assigned to such term in Section 9.5, except that all references to “20%” therein shall be deemed to be references to “50%”. (ii) If the Company terminates this Agreement pursuant to Section 8.1(e), within three (3) business days after such termination, Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”. (iii) If either Parent or the Company terminates this Agreement pursuant to Section 8.1(h), within three (3) business days after such termination Parent shall pay or cause to be paid to the Company $335,000,000. To the extent a Parent Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(c)(iii) shall be credited against such obligation of Parent to pay the Parent Termination Fee. (iv) In the event any amount is payable pursuant to the preceding clauses (i), (ii) or (iii), such amount shall be paid by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company within five (5) Business Days following such terminationCompany. Parent and For the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payableavoidance of doubt, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required obligated to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (a) If this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company the Parent Termination Fee. (b) If (i) In the event this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (ATermination Date) or Section 7.3(a7.2(c) as (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a result of an Intentional Breach by bona fide Parent Acquisition Proposal has been publicly made or publicly disclosed to Parent or its stockholders and not publicly withdrawn, and (Biii) within 12 months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.3(c7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in a reasonable amount Section 5.3(d), except that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise references to “twenty (20%) or more” shall be impossible deemed to calculate with precision and be references to “fifty percent (250%) in or more”. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event this Agreement is terminated (i) by the Company WPZ pursuant to (A) Section 7.3(a) as a result of an Intentional Breach by (Parent Adverse Recommendation Change) or (Bii) by WPZ or Parent pursuant to Section 7.3(c7.2(c) (Parent Stockholder Approval), and in the case of each of clause (i) and (ii) where prior to such termination a Parent Adverse Recommendation Change has occurred in connection with a Parent Designated Proposal, then Parent shall pay or cause to be paid to WPZ, within two (2) Business Days after the Company an amount equal to date of termination, $8,700,000 410,000,000.00 (the “Parent Termination Fee”). (b) by wire transfer In lieu of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) any direct payment of the Parent Termination Fee is not a penalty but is liquidated damages to WPZ by Parent, the WPZ General Partner shall, within two (2) business days after the date of termination of this Agreement, execute an amendment to the WPZ Partnership Agreement in a reasonable amount the form attached to Schedule 7.6 hereto (the “IDR Waiver”), and Parent hereby does consent to such action. (c) The parties acknowledge that will compensate the Company provisions of this Section 7.6 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the parties would enter into this Agreement. The parties agree that in circumstances in which the event that Parent pays the Parent Termination Fee is payableto WPZ through WPZ General Partner’s execution of the IDR Waiver, which amount would otherwise be impossible Parent shall have no further liability to calculate with precision WPZ or WPZ General Partner of any kind in respect of this Agreement and (2) the transactions contemplated by this Agreement, and that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to (ASection 8.1(c)(i) or Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c8.1(c)(ii), Parent shall pay or cause to be paid the Parent Termination Fee to the Company an amount equal to $8,700,000 promptly, but in any event within two (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (52) Business Days following such termination. Parent and , by wire transfer of same day funds to one or more accounts designated by the Company acknowledge that Company. (1ii) For the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payableavoidance of doubt, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent and Guarantor be required obligated to pay pay, or cause to be paid, the Parent Termination Fee on more than one occasion, whether pursuant to this Agreement or the Guarantee. (iiiii) Notwithstanding anything to the contrary set forth in this Agreement, other than but subject to Section 8.2(a) and Section 9.5, the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s 's right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment from Parent of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)8.2(c)(i) shall be constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates the Company Subsidiaries against Parent and any of its Affiliates Parent, Merger Sub, the Guarantor, the Debt Financing Sources or any of its or their respective former, current, current or future shareholdersgeneral or limited partners, assigneesstockholders, controlling personsmembers, managers, directors, officers, employees, agents, attorneysAffiliates or assignees (excluding the Company, partnersthe Company Subsidiaries, membersthe Magnox Companies and any Company Joint Ventures, managerscollectively, general or limited partners, or Representatives (each, a “the "Parent Related Party”), any Debt Financing Sources and Equity Investors Group") for any and all losses, liabilities losses and damages that may be suffered based upon, resulting from, arising out of, or relating to as a result of the failure of the transactions contemplated by this Agreement and the Financing, including the to be consummated or for a breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions perform hereunder or otherwise, and (B) upon payment of the Parent Termination Fee to Fee, the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors Group shall not have any further liability or obligation relating to or arising out of this Agreement or the Financingtransactions contemplated by this Agreement; provided, including however, (A) that Parent shall also be obligated with respect to Section 8.2(d) and (B) if the proceeds of the Debt Financing are available to be drawn down at the Closing pursuant to the terms of the Debt Commitment Letters or if the failure of the proceeds of the Debt Financing to be available to be drawn down at the Closing pursuant to the terms of the Debt Commitment Letters is the result of a breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach by Parent or otherwise)Merger Sub, and all the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company conditions under Section 8.13 or under 7.1 and Section 7.2 have been satisfied (other than those conditions that by their nature are to be satisfied at the Confidentiality Agreement. (iiiClosing) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any then (x) Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financingshall pay, or cause to be paid, to the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to Company an amount equal to the Parent Termination Fee not later than the second (2nd) Business Day after the Company terminates the Agreement; and (y) the Company shall be entitled to payment from Parent of an amount equal to the Company's aggregate losses, if any, in excess of the Parent Termination Fee resulting from Parent or Merger Sub's Intentional Breach of this Agreement (but, together with the receipt of the Parent Termination Fee, and in subject to the Capped Damages). In no event shall the Company be entitled to seek or obtain any recovery or judgment in excess of the Parent Termination Fee against the Debt Financing Sources, including for any type of damage relating to this Agreement; provided that nothing in this Agreement shall in any way limit or modify any Debt Financing Source's obligations to Parent or Merger Sub under the Debt Commitment Letters. (iv) If any payment of the Parent Termination Fee is made pursuant to Section 8.2(c)(i), unless payments are owed pursuant to clause (y) of Section 8.2(c)(iii)(B), than such payment (A) shall constitute liquidated damages with respect to any claim for damages or any other claim which the Company would be entitled to assert against Parent, any member of the Parent Group (and such payment of the Parent Termination Fee shall be the sole and exclusive remedy) or any of its Affiliates seek their respective assets with respect to recover any money such termination of this Agreement, and (B) shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon any breach or misrepresentation of any of the representations, warranties or covenants of Parent or Merger Sub in this Agreement, the failure to obtain Debt Financing or the failure by Parent to effect the Closing regardless of whether the Debt Financing is available. For the avoidance of doubt, Company is entitled to make a claim for both the Parent Termination Fee and for liabilities or damages arising from any breach or misrepresentation of any of the representations, warranties or covenants of Parent or Merger Sub in excess this Agreement, the failure to obtain Debt Financing or the failure by Parent to effect the Closing regardless of such amountwhether the Debt Financing is available.

Parent Termination Fee. (i) In the event that this Agreement is validly terminated by the Company pursuant to (ASection 7.1(j) or Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c7.1(k), then Parent shall pay or cause to be the Company the Parent Termination Fee (less the amount of any Company Expense Reimbursement previously paid to the Company an amount equal pursuant to $8,700,000 (the “Section 7.3(a)). The Parent Termination Fee”Fee payable pursuant to this Section 7.3(c)(i) shall be paid by wire transfer of immediately available funds to the bank account or accounts designated by the Company within five no later than the second (52nd) Business Days Day following such termination. Parent and termination pursuant to Section 7.1(j) or Section 7.1(k); provided that if the Company acknowledge that (1) has not provided wire information to Parent for the Parent Termination Fee at least one (1) Business Day prior to the date such payment is not a penalty but is liquidated damages in a reasonable amount that will compensate due to the Company in circumstances in which Company, then the Parent Termination Fee is payable, which amount would otherwise shall be impossible paid one (1) Business Day after such wire instructions are provided to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasionParent. (ii) Subject to Section 8.8 and notwithstanding any other provision of this Agreement to the contrary, the Company acknowledges and agrees on behalf of itself and its Affiliates that its receipt of the Parent Termination Fee pursuant to Section 7.3(c)(i), together with any reimbursement and indemnification obligation of Parent pursuant to Section 5.12(g)(ii) and the reimbursement of any applicable expenses and interest pursuant to Section 7.3(d), shall constitute the sole and exclusive remedy under this Agreement of the Company and the Company Related Parties against Parent, Purchaser and the Parent Related Parties and any Financing Source, and the receipt of the Parent Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company and the Company Related Parties and any other Person in connection with this Agreement (and the termination hereof), the Offer, the Merger, the Financing Letters and the other transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, and none of the Company or any Company Related Party shall be entitled to bring or maintain any Legal Proceeding or seek any other remedy against Parent, Purchaser or any Parent Related Party or any Financing Source (except for any Legal Proceeding brought or maintained or remedy sought against the Guarantor pursuant to the Guaranty or the Equity Commitment Letter) arising out of or in connection with this Agreement, the Offer, the Merger, the Financing Letters, or any of the other transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination. Notwithstanding anything to the contrary in this Agreement, other than while the Company’s injunctive, Company may pursue both a grant of specific performance, performance in accordance with Section 8.8 and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g7.3(b)(i)) , under no circumstances shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of or its Affiliates against Parent be permitted or entitled to receive both a grant of specific performance that results in a Closing and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event The parties agree that if this Agreement is terminated by the Company pursuant to (ASection 7.1(i) or Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c7.1(j), or by the Company or Parent pursuant to Section 7.1(d) at a time when the Company could have terminated this Agreement pursuant to Section 7.1(i) or Section 7.1(j), then Parent shall pay or cause to be paid to the Company an amount equal to Company, as promptly as reasonably practicable (and, in any event, within two Business Days) following such termination, $8,700,000 2,000,000 (the “"Parent Termination Fee”"). (b) All payments under this Section 7.4 shall be made by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company within five Company, or in the absence of such designation, an account established for the sole benefit of the Company. (5c) Business Days following such termination. Parent Each of the parties acknowledges that (i) the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, Parent, Merger Sub and the Company acknowledge that would not enter into this Agreement and (1ii) the Parent Termination Fee is not a penalty penalty, but is liquidated damages in a reasonable an amount that will shall compensate the Company for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in circumstances in which reliance upon this Agreement and on the Parent Termination Fee is payableexpectation of the consummation of the Transactions contemplated hereby, and for the loss suffered by reason of the failure of such consummation, which amount would otherwise be impossible to calculate with precision uncertain and (2) incapable of accurate determination. For the avoidance of doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (iid) Notwithstanding anything to In circumstances where the contrary Parent Termination Fee is payable in this Agreementaccordance with Section 7.4(a), other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment 's receipt of the Parent Termination Fee solely (if received) from or on behalf of Parent (plus any amounts payable or that become payable under Section 5.16(a) in respect of the circumstances reimbursement and indemnity obligations therein) in which it is payable by full from Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) 7.4 shall be the Company's sole and exclusive remedy (whether at law, in equity, based in contract, in torttort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) of against Parent, Merger Sub, the Company Financing Sources, the Financing Sources Related Parties and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, current or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managersdirect or indirect equity holders, general or limited partners, controlling Persons, stockholders, members, managers, directors, officers, incorporator, employees, agents, affiliates, portfolio companies, assignees, advisors, attorney, consultant, Representative or Representatives principal of Parent, Merger Sub or any affiliate of Parent or Merger Sub (eachcollectively, a “the "Parent Related Party”)Parties") for all losses and damages suffered as a result of the failure of the Merger or the other Transactions to be consummated, any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, breach or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions perform hereunder or otherwise, and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) such amount, no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors such Person shall have any further liability or obligation relating to or arising out of this Agreement or the Financingtransactions contemplated hereby; provided, including the breach of any representationhowever, warranty, covenant, or agreement that nothing in this Section 7.4(d) shall restrict the Company's right or ability to seek and obtain specific performance of this Agreement (whether an Intentional Breach or otherwise), and Parent's obligation to enforce the Equity Commitment Letter as and to the extent permitted by Section 8.14 prior to the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event that this Agreement is terminated by Parent or the Company pursuant to (ASection 9.1(b) or Section 7.3(a) 9.1(c), in either case, as a result of an Intentional Breach the election by Parent or (B) not to agree to comply with a Burdensome Condition in order to obtain the HSR Clearance, as permitted by Section 7.3(c7.2(d)(ii), then Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 42,500,000 (the “Parent Termination Fee”) to the Company (or its designee) by wire transfer of immediately available funds funds, at or prior to the account time of termination in the case of a termination by Parent, or accounts designated by the Company as promptly as reasonably practicable (and, in any event, within five (5) Business Days following such termination) in the case of a termination by the Company. (b) Notwithstanding anything herein to the contrary (including Section 9.2), if this Agreement is terminated under circumstances in which Parent is required to pay the Parent Termination Fee: (i) seeking and obtaining Parent’s payment of the Parent Termination Fee shall be the sole and exclusive remedy of the Company, the Holders, their Affiliates and each of their respective Representatives (collectively, the “Seller Parties”) for any and all claims, damages, losses, liabilities, penalties, fines, costs, obligations, interest or expenses suffered or incurred by any of the foregoing that may be based on, arise out of or relate to this Agreement or the transactions contemplated hereby, (ii) other than the obligation to pay the Parent Termination Fee, Parent, Merger Sub and their respective Affiliates and Representatives shall have no further liability or obligation that may be based on, arise out of or relate to this Agreement or the transactions contemplated hereby, (iii) none of the Seller Parties or any of their respective Representatives shall have, and the Company, on behalf of the Seller Parties, expressly waives and relinquishes, any other right, remedy or recourse (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement or the transactions contemplated hereby, and (iv) the maximum aggregate liability of Parent, Merger Sub, and their respective Affiliates and Representatives to the Seller Parties and their respective Representatives that may be based on, arise out of or relate to this Agreement or the transactions contemplated hereby shall not exceed the Parent Termination Fee and none of the Seller Parties or any of their respective Representatives shall seek to recover monetary damages in excess of such amount. The Company acknowledges and hereby agrees that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Notwithstanding anything to the contrary herein, this Section 9.3(b) shall not apply to Section 11.5(f), which shall be enforceable by the Stockholder Representative in its entirety against the Holders. (c) Each of Parent and the Company acknowledge acknowledges and agrees, on behalf of itself and its Affiliates, that (1) the payment of the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company and the Holders in the circumstances in which the Parent Termination Fee is payable, for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasionprecision. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. If: (ia) In the event (A)(x) this Agreement is terminated by the Company pursuant to (A) Section 7.3(a), and after the date hereof and prior to the breach giving rise to such right of termination, a Parent Acquisition Proposal has been publicly announced, publicly disclosed or otherwise communicated to the Parent Board or any Person shall have publicly announced or otherwise communicated to the Parent Board an intention (whether or not conditional) as to make such a result of an Intentional Breach Parent Acquisition Proposal (and such Parent Acquisition Proposal has not been withdrawn prior to such breach), or (y) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c)(ii), and prior to the Parent Stockholder Meeting, a Parent Acquisition Proposal has been publicly announced, publicly disclosed or otherwise publicly communicated to Parent’s stockholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such a Parent Acquisition Proposal, and (B) within 12 months after the date of such termination, a transaction in respect of a Parent Acquisition Proposal is consummated or Parent enters into a definitive agreement in respect of a Parent Acquisition Proposal that is later consummated; provided that, for all purposes of this Section 7.5(c)(i), all percentages included in the definition of “Parent Acquisition Proposal” increased to 50%; (b) this Agreement is terminated by the Company pursuant to Section 7.3(c); or (c) this Agreement is terminated by Parent pursuant to Section 7.4(b); then, in any such event, Parent shall pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge , it being understood that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment . Payment of the Parent Termination Fee solely shall be made by wire transfer of same day funds to the account or accounts designated by the Company (A) at the time of consummation of any transaction contemplated by a Parent Acquisition Proposal, in the circumstances in which it is case of a Parent Termination Fee payable by Parent pursuant to Section 7.5(f)(i7.5(c)(i), (B) as promptly as reasonably practicable after termination (together with and, in any amounts owed event, within two business days thereof), in the case of a Parent Termination Fee payable pursuant to Section 7.5(g7.5(c)(ii), and (C) at the time of termination, in the case of a Parent Termination Fee payable pursuant to Section 7.5(c)(iii). Other than with respect to fraud or Willful Breach, in the event that the Parent Termination Fee becomes payable, then payment to the Company of the Parent Termination Fee shall be the Company’s sole and exclusive remedy (whether at lawas liquidated damages for any and all losses or damages of any nature against Parent, in equity, in contract, in tort, or otherwise) its Subsidiaries and each of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or current and future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneysgeneral and limited partners, partnersmanagers, members, managersstockholders, Affiliates and assignees and each former, current or future director, officer, employee, agent, general or limited partnerspartner, manager, member, stockholder, Affiliate or Representatives assignee of any of the foregoing (eachcollectively, a the “Parent Related PartyParties”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach ) in respect of any representation, warranty, covenant, or agreement in this Agreement, any agreement executed in connection herewith, and the transactions contemplated hereby and thereby, including for any loss or damage suffered as a result of the termination of this Agreement, or the failure of the Mergers to consummate the Contemplated Transactions be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally or otherwise) or otherwise, and (B) upon payment of the such Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) Fee, no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors Party shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreementtransactions contemplated hereby and thereby. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. (ia) In the event that this Agreement is terminated (i) by the Company Buyer pursuant to Section 14.3(a) or (ii) (A) Section 7.3(athis Agreement is terminated (I) as a result of an Intentional Breach by either Parent or Buyer pursuant to Section 14.3(b), (II) by Buyer pursuant to Section 2.3(b) or (III) by Buyer pursuant to Section 13.2(a)(ii) and (B) Section 7.3(c(I) before receipt of the Shareholder Approval an Acquisition Proposal shall have been made known to the Parent Board, the Parent or any of its subsidiaries or shall have been publicly made or disclosed or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Parent or any of its subsidiaries and (II) within twelve months of such termination, (x) Parent or any of its subsidiaries shall have entered into an Alternative Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the Parent's shareholders or otherwise not opposed, an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (ii)(B)(I)) or (y) there shall have been consummated an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (ii)(B)(I)) (substituting in both instances “50%” for “20%” in the definition of “Acquisition Proposal”), Parent shall pay or cause to be paid to Buyer the Company an amount equal to $8,700,000 (Reimbursement Amount and the “Parent Termination Fee”) by wire transfer of immediately available funds to . Notwithstanding the account or accounts designated by the Company within five (5) Business Days following such termination. Parent and the Company acknowledge that (1) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payableforegoing, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Payment of the Reimbursement Amount and the Parent Termination Fee shall be made by wire transfer of same day funds to the account or accounts designated by Buyer as promptly as reasonably practicable after termination (and, in any event, within two (2) Business Days thereof). (iib) Notwithstanding anything to the contrary Except as provided in this Agreement, other than no termination fee, penalty, charge or damage is payable in connection with a termination of this Agreement. (c) Each of the Company’s injunctiveParent, specific performanceSeller and Buyer acknowledges that the agreements contained in this Section 14.4 are an integral part of the transactions contemplated by this Agreement, and equitable relief rightsthat, as without these agreements, the Parent, Seller and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment of the Parent Termination Fee solely in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to Buyer would not enter into this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the damages resulting from termination of this AgreementAgreement under circumstances where the amounts payable under this Section 14.4 are payable are uncertain and incapable of accurate calculation and, or therefore, the failure amounts payable pursuant this Section 14.4 are not a penalty but rather constitute amounts akin to consummate liquidated damages in a reasonable amount that will compensate Buyer, for its efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the Contemplated Transactions and (B) upon payment expectation of the consummation of the transactions contemplated by this Agreement. Accordingly, if Parent Termination Fee fails to promptly pay the Company (together with any amounts owed amount due by it pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything 14.4 and, in order to the contrary obtain such payment Buyer commences a proceeding that results in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to a judgment against the Parent Termination Fee, and in no event shall the Company for such amount due pursuant to this Section 14.4 or any of its Affiliates seek to recover any money damages in excess portion of such amount, the Parent shall pay to Buyer its costs and expenses (including attorneys’ fees) in connection with such proceeding, together with interest on the amount of the fee at the prime rate set forth in the Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made from the date such payment was required to be made through the date of payment.

Parent Termination Fee. Parent agrees to pay a fee (ithe “Parent Termination Fee”) In to the Company in the amount of $15,600,000 if (A) the Company terminates this Agreement pursuant to Section 10.01(d)(iii) or (B) Parent terminates this Agreement pursuant to Section 10.01(b)(i) at a time when the Company would have been entitled to terminate this Agreement pursuant to Section 10.01(d)(iii). Without limiting the foregoing, in the event that this Agreement is terminated by either Parent or the Company pursuant to Section 10.01(b)(i) and, at such time, all of the conditions set forth in Section 9.01 and Section 9.02 (Aother than those conditions that by their nature are to be satisfied by actions taken at the Closing) have been satisfied, other than the condition set forth in Section 7.3(a9.01(e) as (except to the extent that a result breach of an Intentional Breach any provision of this Agreement by Parent or (Bthe Company was the principal cause of the failure of the condition in Section 9.01(e) Section 7.3(cto be satisfied), Parent shall will pay or cause to be paid to the Company an amount equal to $8,700,000 (the “Parent Termination Fee”) Company, by wire transfer of immediately available funds to the account or accounts designated by the Company within five (5) no later than three Business Days following such termination. , an amount equal to the Parent Reimbursement Amount (such payment, the “Expense Repayment”); provided, however, that no such Expense Repayment will be payable by Parent if, prior to such termination pursuant to Section 10.01(b)(i), Parent provides written notice to the Company that it is willing to extend the Outside Date to a date not later than May 27, 2014 and continue to comply with its obligations under Section 8.10 in order to cause the condition set forth in Section 9.01(e) to become satisfied prior to such extended Outside Date and the Company acknowledge that (1) the Parent Termination Fee is does not a penalty but is liquidated damages agree in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible writing to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) such extension. Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, except for an order of specific performance, and equitable relief rights, performance as and only to the extent expressly permitted by Section 8.1311.13 prior to the termination of this Agreement pursuant to its terms, (Ai) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment receipt of the Parent Termination Fee solely in pursuant to this Section 11.04(b)(ii), (ii) the circumstances in which it is payable by Company’s receipt of the Expense Repayment pursuant to this Section 11.04(b)(ii), (iii) any reimbursement and expense obligations of Parent pursuant to Section 7.5(f)(i11.04(d), and (iv) (together with any amounts owed pursuant to Section 7.5(g)) shall the rights and remedies of the Company available under the Equity Commitment Letter and the Guaranty will be the sole and exclusive remedy remedies of the Company against Parent, Merger Subsidiary, the Guarantor, any Non-Recourse Party (as defined in the Guaranty) or any source of any Debt Financing (and any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents) for any loss or damage suffered as a result of the failure of the Merger to be consummated, any breach of any covenant or agreement in this Agreement (whether at lawwillfully, in equityintentionally, in contract, in tort, unintentionally or otherwise) or the failure of the transactions contemplated by this Agreement to be consummated, and upon receipt by the Company and of the Parent Termination Fee or the Expense Repayment, as applicable, none of Parent, Merger Subsidiary, the Guarantor, any Non-Recourse Party or any source of its Affiliates against Parent and any of its Affiliates Debt Financing, or any of its or their respective former, current, or future shareholdersgeneral or limited partners, assigneesstockholders, controlling personsmanagers, members, directors, officers, employees, Affiliates or agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions and (B) upon payment of the Parent Termination Fee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , no Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall will have any further liability or obligation relating to or arising out of this Agreement, the Financing or the transactions contemplated by this Agreement or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity in contract, in tort or strict liability, by the Financingenforcement of any assessment, by any legal or equitable Proceeding, by virtue of any law or otherwise. Notwithstanding any other provision hereof, in no event will Parent or the Guarantor be subject to monetary damages in excess of the Parent Termination Fee in the aggregate. For the avoidance of doubt, none of the Non-Recourse Parties (except to the extent expressly set forth in the Guaranty or the Equity Financing Commitment) or the sources of Debt Financing (or any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents) will have any liability to any Person, including the breach of any representationCompany and its Subsidiaries, warrantybased on, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, Financing or the Cash Equity, including the breach in respect of any representation, warranty, covenant, other document or agreement theory of law or equity or in this Agreement (whether an Intentional Breach respect of any oral representations made or otherwise), the termination of this Agreement, alleged to be made in connection herewith or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or therewith under any of its Affiliates seek to recover any money damages in excess of such amounttheory whatsoever.

Parent Termination Fee. (a) The parties agree that (i) In the event if this Agreement is terminated by the Company pursuant to (ASection 7.1(h) or Section 7.3(a) as a result of an Intentional Breach by Parent or (B) Section 7.3(c7.1(i), then Parent shall pay or cause to be paid to the Company an amount equal to Company, as promptly as reasonably practicable (and, in any event, within two (2) Business Days) following such termination, $8,700,000 12,000,000 (the “Parent Termination Fee”). (b) All payments under this Section 7.4 shall be made by wire transfer of immediately available funds to the an account or accounts designated in writing by the Company within five Company, or in the absence of such designation, an account established for the sole benefit of the Company. (5c) Business Days following such termination. Parent Each of the parties acknowledges and the Company acknowledge agrees that (1i) the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement, (ii) the damages resulting from termination of this Agreement under circumstances where the Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to this Section 7.4 are not a penalty but is rather constitute liquidated damages in a reasonable amount that will compensate the Company for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in circumstances in which reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and (iii) without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if Parent fails to pay the Parent Termination Fee is payablewhen due, which amount would otherwise be impossible and, in order to calculate obtain such payment, the Company commences a Proceeding that results in a judgment against Parent for the Parent Termination Fee, Parent shall pay to the Company, together with precision the Parent Termination Fee, (A) interest on the Parent Termination Fee from the date of termination of this Agreement at a rate per annum equal to the Prime Rate and (2B) the Company’s costs and expenses (including reasonable attorneys’ fees) in connection with such Proceeding. For the avoidance of doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (iid) Notwithstanding anything to the contrary in this Agreement, other than if Parent fails to effect the Company’s injunctive, specific performance, and equitable relief rights, as and only Closing by the date the Closing is required to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement have occurred pursuant to Section 7.3(a1.2 or otherwise breaches this Agreement (including any Willful and Material Breach) or Section 7.3(cfails to perform its obligations hereunder, then, (i) and receive payment except for the right of the Parent Termination Fee solely Company to an injunction or specific performance in the circumstances in which it is payable by Parent pursuant to accordance with Section 7.5(f)(i) (together with any amounts owed pursuant to Section 7.5(g)) shall be 8.14, the sole and exclusive remedy (whether at law, in equity, based in contract, in torttort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person or otherwise) of the Company and any Related Parties against Parent, Merger Sub, the Guarantors, each of its Affiliates against Parent and any of its Affiliates their respective affiliates or any of its or their respective former, current, current or future shareholdersdirect or indirect equity holders, assigneesgeneral or limited partners, controlling personsPersons, stockholders, members, managers, directors, officers, employees, agents, attorneysaffiliates, partnersRepresentatives or assignees or any former, members, managerscurrent or future direct or indirect equity holder, general or limited partnerspartner, controlling Person, stockholder, member, manager, director, officer, employee, agent, affiliate, Representative or Representatives assignee of any of the foregoing (eachcollectively, a the “Parent Related PartyParties”), any Debt Financing Sources and Equity Investors ) for any and all losses, liabilities and damages that may such failure or breach shall be suffered based upon, resulting from, arising out of, or relating the right of the Company to terminate this Agreement as provided (and solely to the Financing, including the breach of any representation, warranty, covenant, or agreement extent provided) in this Agreement, the termination of this Agreement, or the failure to consummate the Contemplated Transactions Section 7.1 and (B) upon receive payment of the Parent Termination Fee pursuant to and solely to the Company (together with any amounts owed extent provided by Section 7.4(a), either directly from Parent or from the Guarantors pursuant to the Guaranty, and (ii) following termination of this Agreement as provided (and solely to the extent provided) in Section 7.5(g7.1 and payment of the Parent Termination Fee pursuant to and solely to the extent provided by Section 7.4(a)) , no none of the Parent Related Party, nor any of the Debt Financing Sources or Equity Investors shall Parties will have any further liability or obligation to any of the Company Related Parties for any losses or damages suffered as a result of the failure of the Merger or the other transactions contemplated by this Agreement to be consummated, for any breach (including any Willful and Material Breach) or failure to perform hereunder, or otherwise relating to or arising out of this Agreement or the Financingtransactions contemplated hereby (whether based in contract, including tort or strict liability, by the breach enforcement of any representationassessment, warrantyby any legal or equitable proceeding, covenantby virtue of any statute, regulation or agreement in this Agreement (applicable Laws or otherwise and whether an Intentional Breach by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iiie) Notwithstanding anything In the event that the Company terminates this Agreement in accordance with Section 7.1(h) or Section 7.1(i) and Parent or the Guarantors thereafter pay the Parent Termination Fee to the contrary Company, then the Company agrees to cause any Proceeding pending in connection with this AgreementAgreement or any of the transactions contemplated hereby (including any Proceeding related to the Financing or the Guaranty) by the Company or any of its affiliates, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of to use its reasonable best efforts to cause any such Proceeding by any other Company Related Party against Parent or any other Parent Related Party, the Debt Financing Sources or the Equity Investorsto be dismissed with prejudice promptly, for monetary damages relating to or arising out and in any event within three (3) Business Days, after payment of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in . In no event shall the Company or any other Company Related Party seek any monetary damages from, or otherwise bring any Proceeding against, Parent or any other Parent Related Party in connection with this Agreement or any of its Affiliates seek the transactions contemplated hereby (including any Proceeding related to the Financing or the Guaranty), other than a Proceeding to recover any money damages payment of the Parent Termination Fee to the extent the Parent Termination Fee is not paid when due pursuant to Section 7.4(a) or for an injunction or specific performance in excess accordance with Section 8.14. In no event shall the Company be entitled to seek the remedy of such amountspecific performance of this Agreement other than in accordance with Section 8.14.