Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has not been satisfied or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay a fee of $310,000,000 (the “Parent Termination Fee”) to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in In the event that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has not been satisfied or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.1(i), then Parent shall pay pay, as liquidated damages and not as a fee of penalty, $310,000,000 135,000,000 (the “Parent Termination Financing Failure Fee”) to the Company as promptly as practicable (and in any event within three two (32) Business Days following such termination termination), by wire transfer of immediately available funds; or (ii) . Notwithstanding anything to the contrary in this Agreement, the Company’s right to terminate this Agreement is terminated by and receive the Financing Failure Fee pursuant to this Section 7.2(c) shall be the sole and exclusive remedy of the Company and its Affiliates against Parent, Merger Sub, the Financing Sources Parties and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates, employees, agents or other Representatives (“Parent Related Parties”) for any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the Company pursuant failure of the Merger to Section 7.1(c)be consummated, only as the result of a Legal Restraint issued or granted in respect of any oral representation made or alleged to be have been made in connection herewith, in each case, in any circumstance in which the Company is permitted to terminate this Agreement and receive the Financing Failure Fee pursuant to this Section 7.2(c) and upon payment of such amounts, none of Parent, Merger and Sub or any Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the other transactions contemplated by this Agreement by a Governmental Entity (except that Parent shall remain obligated for any reimbursement or indemnification obligations of Parent pursuant to the final two sentences of Section 5.11(b)) or in respect of any Antitrust Law other document or Foreign Investment Law andtheory of law or equity or in respect of oral representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise. For the time avoidance of such terminationdoubt and notwithstanding anything in this Agreement to the contrary, no neither Parent nor Merger Sub shall be deemed to be in breach by the Company of this Agreement or to have failed to perform any of its obligations under this Agreement, including for purposes of Section 5.7 has been the principal cause 7.1(f), solely as a result of the imposition failure of such Legal Restraint, then Parent shall pay and Merger Sub to consummate the Parent Termination Fee transactions contemplated by this Agreement on the date the Closing was required to have occurred pursuant to Section 1.2 due to the Company within three proceeds of the Financing not being available in full pursuant to the Financing Commitments or any other definitive agreements relating thereto (3) Business Days following or any amendment, replacement or supplement to any such termination by wire transfer of immediately available funds; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasionFinancing Commitments or definitive agreements).

Parent Termination Fee. Any provision in (a) In the event that this Agreement to the contrary notwithstanding, in the event that: has been terminated (i) this Agreement is terminated by the Company pursuant to Section 8.1(e)(iii), (ii) by the Company pursuant to Section 8.1(e)(iv) or (iii) by Parent or the Company pursuant to Section 7.1(b8.1(b) anddue to a final and nonappealable order, at the time of such termination, (A) one decree or more ruling enjoining or prohibiting or otherwise making illegal consummation of the conditions set forth Merger, in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to each case, under any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has not been satisfied or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then within two (2) Business Days following such termination Parent shall pay a fee of or cause to be paid to the Company an aggregate amount equal to $310,000,000 41,639,000 (the “Parent Termination Fee”) to ); provided, however, that in the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or (ii) event that this Agreement is so terminated by Parent or after April 26, 2014, the Company pursuant to Section 7.1(c), only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the “Parent Termination Fee Fee” shall be an aggregate amount equal to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; it being understood $48,045,000. The parties understand and agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (b) Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or a willful and material breach of this Agreement, if Parent and Purchaser fail to complete the Closing by the date the Closing is required to have occurred pursuant to Section 1.2 or fail to perform hereunder as a result of a Financing Failure or a failure to satisfy the condition set forth in Section 7.1(c), then the Company’s and its Affiliates’ sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against Parent, Purchaser, their Affiliates, the Financing Sources and their respective Representatives and assignees for any breach, loss or damage shall be to terminate this Agreement and receive payment of the Parent Termination Fee only to the extent provided by Section 8.4(a), and none of Parent, Purchaser, their Affiliates, the Financing Sources or their respective Representatives or assignees will have any liability or obligation to the Company or any of its Affiliates relating to or arising out of 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 otherwise. The Financing Sources (and such Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) are express third party beneficiaries of this Section 8.4(b).

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) If this Agreement is validly terminated by Parent or the Company (A) either party pursuant to Section 7.1(b10.01(b)(i) or Section 10.01(b)(ii) (only if such order, decree, ruling or other action is in respect of the matters set forth in Section 9.01(c)) and, in each case, at the time of such termination, (A) one or more both of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law9.01(c) or Section 6.1(c9.01(a) has (to the extent relating to the matters set forth in Section 9.01(c)) shall not have been satisfied but all other conditions to Closing set forth in Article 9 shall have been satisfied or waived, as applicable (B) all of the other except for those conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that which by their nature are to be satisfied at the Closing (if Closing; provided that such conditions would be satisfied or validly waived were if the Closing were to occur at take place on such time)date) and or (CB) no breach by the Company pursuant to Section 10.01(d)(ii) as a result of its obligations under a material breach by Parent of Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)8.01, then Parent shall pay a fee of or cause to be paid to the Company in immediately available cash $310,000,000 815,000,000 (the “Parent Termination Fee”) to the Company within three two (32) Business Days following after such termination by wire transfer of immediately available funds; ortermination. (ii) In the event that this Agreement is validly terminated by under circumstances where the Parent or Termination Fee is due and payable and the Company or its designee shall have received full payment of the Parent Termination Fee pursuant to this Section 7.1(c11.04(c) and any other amounts due pursuant to the second sentence of Section 11.04(d), only as the result of a Legal Restraint issued or granted in respect receipt of the Merger Parent Termination Fee and such other amounts shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company, its Affiliates and Representatives or any other Person in connection with this Agreement (and the other termination hereof), the transactions contemplated by this Agreement by a Governmental Entity pursuant to (and the abandonment thereof) or any Antitrust Law or Foreign Investment Law and, at matter forming the time of basis for such termination, and no breach Company Related Party or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Parent Related Parties arising out of, relating to, or in connection with, this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination; provided, however, that nothing in this Section 11.04(c)(ii) or Section 11.04(c)(iii) below shall limit the rights of the Company in the case of its obligations under intentional fraud. (iii) Subject to the proviso in Section 5.7 has been 11.04(c)(ii), the principal cause Company’s right to receive payment from Parent of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee pursuant to this Section 11.04(c) and any other amounts due pursuant to the second sentence of Section 11.04(d) shall be the sole and exclusive remedy of the Company within three Related Parties against the Parent Related Parties in any circumstance in which the Parent Termination Fee becomes due and payable, and upon payment of the Parent Termination Fee and such other amounts, none of the Parent Related Parties shall have any further liability or obligation relating to, arising out of, or in connection with, this Agreement or the transactions contemplated by this Agreement. For the avoidance of doubt, the Company may seek specific performance to cause Parent to consummate the Merger in accordance with Section 11.13 or the payment of the Parent Termination Fee pursuant to this Section 11.04(c), but in no event shall the Company be entitled to both (3A) Business Days following such termination by wire transfer equitable relief ordering Parent to consummate the Merger in accordance with Section 11.13 and (B) the payment of immediately available funds; it being understood that the Parent Termination Fee pursuant to this Section 11.04(c). (iv) Notwithstanding anything to the contrary contained herein, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasionoccasion whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and upon the occurrence of different events.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) 7.4.1 The parties agree that if this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and7.1.8 due to a Willful and Material Breach or Section 7.1.9, at then Parent will pay to the time of Company, within two Business Days following such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has not been satisfied or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay a fee of $310,000,000 11,120,000 (the “Parent Termination Fee”) to the Company within three (3) Business Days following such termination ). 89887722_19 150326672.16 7.4.2 All payments under this Section 7.4 will be made by wire transfer of immediately available funds; orfunds to an account designated in writing by the Company, or in the absence of such designation, an account established for the sole benefit of the Company. (ii) 7.4.3 Each of the parties acknowledges that the agreements contained in this Agreement is terminated by Parent or Section 7.4 are an integral part of the Transactions, and that without these agreements, Parent, Merger Sub and the Company pursuant to Section 7.1(c)would not enter into this Agreement. For the avoidance of doubt, only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; it being understood that in no event shall will Parent be required to pay the Parent Termination Fee on more than one occasion. 7.4.4 Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 8.14, the Company acknowledges and agrees that the Company’s right to terminate this Agreement and for the Company to receive (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3, and (c) the reasonable, documented out-of-pocket expenses incurred by the Company in enforcing its right to receive such amounts (“Costs of Collection”), will be the Company Related Parties’ sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against Parent, the Financing Sources, any other potential debt or equity financing source and any of their respective former, current or future Affiliates, direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managers, directors, officers, employees, agents, or assignees (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the Merger or the other Transactions to be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person will have any further liability or obligation relating to or arising out of this Agreement or the Transactions. Subject to Parent’s obligation (i) to pay (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection and (ii) under Section 8.14, none of the Parent Related Parties shall have any liability or obligation to any of the Company Related Parties relating to or arising out of this Agreement, the Guarantees, the Debt Commitment Letters, the Equity Commitment Letters or the Transactions, including for a breach of Section 1.2 as a result of the Debt Financing not being available to be drawn down or otherwise arising from the Debt Commitment Letters or in respect of or therewith, and none of the Company, its Subsidiaries nor any other Company Related Party shall seek to recover any other damages or seek any other remedy, whether based on a claim at law or in equity, in contract, tort or otherwise, with respect to any losses or damages suffered in connection with this Agreement or the Transactions or any oral representation made or alleged to be made in connection herewith. 7.4.5 While the Company may pursue both a grant of specific performance or other equitable relief under Section 8.14 and, following termination of this Agreement, the payment of the Parent Termination Fee under Section 7.4 or reimbursement under Section 5.11, respectively, under no circumstances shall the Company be entitled to receive both (i) a grant of specific performance or other equitable relief that results in the Equity Financing being funded or the Closing occurring and (ii) monetary damages for the (a) the Parent Termination Fee to the extent it is payable in accordance with Section 7.4.1, (b) the Reimbursement Obligation under Section 5.11.3 and (c) the Costs of Collection in connection with this Agreement or any termination of this Agreement. Further, any amounts actually paid by or on behalf of Parent pursuant to Section 89887722_19 150326672.16 5.11 shall reduce the amount of the Parent Termination Fee on a dollar-for-dollar basis for all purposes under this Agreement.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) If this Agreement is validly terminated by Parent or (A) the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law8.1(d)(ii) or Section 6.1(c8.1(d)(iv) has not been satisfied or waived, (B) all of the other conditions set forth in Company or Parent pursuant to Section 6.1, Section 6.3(a8.1(b)(i) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach time as this Agreement was terminable by the Company of its obligations under pursuant to Section 5.7 has materially contributed to the failure to be satisfied of all 8.1(d)(ii) or any of the conditions listed in clause (A) of this Section 7.3(b)(i8.1(d)(iv), then Parent shall promptly, but in no event later than two (2) Business Days after termination of this Agreement, pay (or cause to be paid to) the Company a fee in the amount of $310,000,000 10,439,000 (the “Parent Termination Fee”). (ii) For the avoidance of doubt, the Parent Termination Fee shall be payable only once with respect to this Section 9.4(c) and not in duplication even though such payment may be payable under one or more provisions hereof. (iii) If Parent fails to pay the Parent Termination Fee or any portion thereof and the Company commences a Proceeding which results in an Order against Parent for the Parent Termination Fee or any portion thereof, Parent shall pay the Company its fees, costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such Proceeding, together with interest on the Parent Termination Fee (or any portion thereof that has not been paid timely in accordance with this Agreement) from and including the date payment of such amount was due through the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made. (iv) Notwithstanding anything in this Agreement to the contrary, but subject to Section 9.9, the Company’s right to terminate this Agreement and receive payment of the Parent Termination Fee pursuant to Section 9.4(c)(i), together with all amounts payable pursuant to Section 9.4(c)(iii) and all amounts owed pursuant to Section 6.15(d), shall constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company and the Company Related Parties against Parent, Merger Sub, the Equity Investor and their respective Affiliates, the Financing Sources and any other Parent Related Parties for all losses and damages in respect of this Agreement (or the termination thereof) or the transactions contemplated by this Agreement (or the failure of such transactions to occur for any reason or for no reason) or any breach (whether willful (including a Willful Breach), intentional, unilateral or otherwise) of any representation, warranty, covenant or agreement or otherwise in respect of this Agreement or any oral representation made or alleged to be made in connection herewith, and upon payment of the Parent Termination Fee to the Company within three pursuant to Section 9.4(c)(i), together with all amounts payable pursuant to Section 9.4(c)(iii) and all amounts owed pursuant to Section 6.15(d), (3A) Business Days following such termination none of the Parent Related Parties shall have any further liability or obligation to any of the Company Related Parties relating to or arising out of this Agreement, the Limited Guaranty, the Equity Commitment Letter or the transactions contemplated hereby or thereby, (B) none of the Company Related Parties shall seek to recover any other damages or seek any other remedy (whether at law, in equity, in contract, in tort or otherwise) with respect to any losses or damages suffered in connection with this Agreement or the transactions contemplated hereby, and (C) in no event shall Parent or Merger Sub be subject to (nor shall any Company Related Party seek to recover) monetary damages in excess of an amount equal to an aggregate amount equal to the sum of (I) the Parent Termination Fee, (II) the amount payable under Section 9.4(c)(iii) and (III) the amount payable under Section 6.15(d) (the “Parent Liability Cap”), for any losses or other liabilities arising out of or in connection with breaches (whether willful (including any Willful Breach), intentional, unilateral or otherwise) by Parent or Merger Sub of its representations, warranties, covenants and agreements contained in this Agreement or arising from any claim or cause of action that any Company Related Party may have with respect thereto, including in respect of any oral representation made or alleged to be made in connection herewith or therewith. While the Company may pursue both a grant of specific performance of the type contemplated by Section 9.9 and the Equity Commitment Letter and the payment of the Parent Termination Fee pursuant this Section 9.4(c), as the case may be, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in the consummation of the Offer and payment of the Parent Termination Fee. (v) Any amounts payable pursuant to this Section 9.4(c) shall be paid to the Company by wire transfer of immediately available funds; or (ii) this Agreement is terminated by . The Company shall promptly provide Parent or upon request therefor the Company wire transfer information required to make any payments pursuant to this Section 7.1(c9.4(c), only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any Antitrust Law or Foreign Investment other applicable antitrust Law) or Section 6.1(c) has have not been satisfied or waivedwaived (B) the condition set forth in Section 6.1(a) has been satisfied, (BC) all of the other conditions set forth in Section 6.1, Section 6.3(a) 6.1 and Section 6.3(b) 6.3 have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (CD) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has materially contributed to been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay a fee of $310,000,000 (the “Parent Termination Fee”) Fee to the Company as promptly as practicable (and, in any event, within three two (32) Business Days following such termination termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger and or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any Antitrust Law other applicable antitrust Law) have not been satisfied or Foreign Investment Law andwaived, at (B) no event shall have occurred such that the time conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of such termination, being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Legal RestraintOrder or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within three two (32) Business Days following such termination termination) by wire transfer of immediately available funds; it being understood that in . In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstandingIf, in the event that: but only if, (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.01(b)(i) and(due to a failure to satisfy any condition set forth in Section 7.01(b) or Section 7.01(c) (if the Restraint arises under Antitrust Laws)), Section 8.01(b)(iii) (if the Order, action or Applicable Law arises under Antitrust Laws) or Section 8.01(c)(iii) (if the Order, action or Applicable Law arises under Antitrust Laws) (any such termination, a “Parent Termination Fee Triggering Termination”), (ii) at the time of such termination, (A) one or more of the conditions termination any condition set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law7.01(b) or Section 6.1(c7.01(c) has (if the Restraint arises under Antitrust Laws) shall not been be satisfied or waivedwaived by each applicable party hereto entitled to the benefit of such condition, (Biii) at the time of such termination all of the other conditions set forth in Section 6.1, Section 6.3(a) 7.01 and Section 6.3(b) 7.02 shall be satisfied or shall have been satisfied or waived (other than any such conditions that by their nature are to be satisfied by actions to be taken at the Closing (if and, in the case of those conditions that by their nature are to be satisfied by actions to be taken at the Closing, such conditions would be are capable of being satisfied or validly waived were if the Closing were to occur at the time of such time)termination) and (Civ) no breach by the Company is not in material breach of its obligations under Section 5.7 has materially contributed to this Agreement, which material breach was the principal cause of the failure to be satisfied of all or any of satisfy conditions to the conditions listed Merger that resulted in clause (A) of this Section 7.3(b)(i)the Parent Termination Fee Triggering Termination, then Parent shall pay to the Company a termination fee of equal to $310,000,000 250,000,000 (the “Parent Termination Fee”) ). Notwithstanding anything to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or (ii) contrary in this Agreement is terminated by Parent or the Company pursuant Section 8.03(b), but subject to Section 7.1(c)8.02, only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay if the Parent Termination Fee to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; it being understood that in no event shall Parent be required to pay is paid, the Parent Termination Fee on more shall constitute liquidated damages, and from and after such termination, Parent shall have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than one occasionthe payment of the Parent Termination Fee (and any related amounts owing pursuant to Section 8.03(d)) and such payments shall be the sole and exclusive remedy under this Agreement of the Company and its Subsidiaries and stockholders of the Company against Parent, Merger Sub and the Parent Related Parties in the event of a Parent Termination Fee Triggering Termination.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by If Parent or the Company terminates this Agreement pursuant to Section 7.1(b9.1(d) and, at the time of such termination, (A) one the condition set forth in Section 8.1(d) (solely because any such injunction or more order is in respect of, or any such Law is, the HSR Act or any other Applicable Antitrust Law) or Section 8.1(e) has not been satisfied and (B) all of the conditions set forth in Section 6.1(b) (only as Article VIII, other than the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has not been satisfied or waived, (B) all of the other conditions set forth in Section 6.18.1(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 6.3(a8.1(e) and Section 6.3(b) have been satisfied or waived (other than any such those conditions that by their nature are to be satisfied at the Closing (if provided that such conditions to be satisfied at the Closing would be satisfied or validly waived were as of the time of such termination if the Closing were to occur at on the date of such timetermination)) , shall have been satisfied or, to the extent permitted by applicable Law, waived, and (C1) no breach the Outside Date has not been extended as a result of an election by the Company of its obligations under Parent pursuant to Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i9.1(d)(ii), then Parent shall pay -103- or cause to be paid to the Company the Regulatory Parent Termination Fee or (2) the Outside Date has been extended as a fee result of $310,000,000 (an election by Parent pursuant to 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 three two business days after such termination. (3iii) Business Days following In the event any amount is payable by Parent pursuant to the preceding clauses (i) or (ii), such termination amount shall be paid by wire transfer of immediately available funds; or funds to an account designated in writing by the Company. The Company shall promptly provide wire transfer instructions in writing to Parent upon request (ii) this Agreement is terminated by and in any event with sufficient time to allow Parent to pay or cause to be paid to the Company pursuant to Section 7.1(c), only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to payable hereunder within the Company within three (3) Business Days following such termination time periods required by wire transfer of immediately available funds; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasionthis Section 9.2(c)).

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (ia) The parties agree that if this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law7.1(f) or Section 6.1(c) has not been satisfied 7.1(g), or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under or Parent pursuant to Section 5.7 has materially contributed 7.1(b)(iii) at a time when the Company could have terminated this Agreement pursuant to the failure to be satisfied of all Section 7.1(f) or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.1(g), then Parent shall pay a fee of to the Company, as promptly as reasonably practicable (and, in any event, within two Business Days) following such termination, $310,000,000 112,000,000 (one hundred and twelve million dollars) (the “Parent Termination Fee”). (b) to the Company within three (3) Business Days following such termination All payments under this Section 7.4 shall be made by wire transfer of immediately available funds; orfunds to an account designated in writing by the Company, or in the absence of such designation, an account established for the sole benefit of the Company. (iic) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of a Legal Restraint issued or granted in respect Each of the Merger and parties acknowledges that (i) the other agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law andAgreement, at the time of such terminationand that without these agreements, no breach by Parent, Merger Sub and the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay would not enter into this Agreement and (ii) the Parent Termination Fee to is not a penalty, but is liquidated damages in an amount that shall compensate the Company within three (3) Business Days following for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance upon this Agreement and on the expectation of the consummation of the Transactions contemplated hereby, and for the loss suffered by reason of the failure of such termination by wire transfer consummation, which amount would otherwise be uncertain and incapable of immediately available funds; it being understood that 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. (d) In circumstances where the Parent Termination Fee is payable in accordance with Section 7.4(a), the Company’s receipt of the Parent Termination Fee (if received) from or on behalf of Parent or Guarantor (plus any amounts payable or that become payable under Section 5.11(c) in respect of the reimbursement and indemnity obligations therein) in full from Parent pursuant to Section 7.4(a) (or from the Guarantor pursuant to the Guaranty) shall be the Company’s sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against Parent, Merger Sub, the Financing Sources, the Financing Sources Related Parties and any of its and their respective former, current or future direct or indirect equity holders, general or limited partners, controlling Persons, stockholders, members, managers, directors, officers, incorporator, employees, agents, affiliates, portfolio companies, assignees, advisors, attorney, consultant, representative or principal of Parent, Merger Sub or any affiliate of Parent or Merger Sub (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the Merger or the other Transactions to be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, 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 and the Funds Commitment Letter as and to the extent permitted by Section 8.14 prior to the termination of this Agreement.

Parent Termination Fee. Any provision in (a) In the event that this Agreement to has been terminated by the contrary notwithstanding, in the event that: Company or Parent (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b10.01(b)(i) and, at and the time of such termination, (A) one or more of the conditions condition set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law9.01(a) or Section 6.1(cSection 9.01 (b)(i) has not been satisfied on or waivedbefore the End Date, or (Bii) all pursuant to Section 10.01(b)(ii) due to a final and non-appealable Order enjoining, restraining or otherwise preventing consummation of the other conditions set forth Merger, in Section 6.1each case, Section 6.3(a) and Section 6.3(b) have been satisfied under any Applicable Laws with respect to antitrust, competition or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)merger controls, then within two (2) Business Days following such termination, Parent shall pay a fee of to the Company an amount equal to $310,000,000 45,000,000 (the “Parent Termination Fee”) to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as provided, however, that if the failure to consummate the Merger on or before the End Date is the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no material breach by the Company of its material obligations under Section 5.7 has been 8.01 hereof that directly results in the principal cause failure of the imposition condition set forth in Section 9.01(a) or Section 9.01(b)(i) hereof to be satisfied and in the event of any such material breach by the Company, Parent shall have given the Company prompt written notice of such Legal Restraintbreach and the opportunity to cure such breach, then no Parent Termination Fee shall pay be payable by Parent to the Company. Notwithstanding anything to the contrary in this Agreement, except in the case of a Willful Breach of Section 8.01(b) of this Agreement by Parent or Merger Subsidiary, if Parent and Merger Subsidiary fail to complete the Closing as a result of the failure to satisfy the condition set forth in Section 9.01(a) or Section 9.01(b)(i), then the Company’s sole and exclusive remedy (whether in contract, in tort, at law or otherwise) against Parent and Merger Subsidiary for any breach, loss or damage shall be to terminate this Agreement and receive payment of the Parent Termination Fee and neither Parent nor Merger Subsidiary will have any liability or obligation to the Company within three (3) Business Days following such termination by wire transfer relating to or arising out of immediately available funds; it being understood this Agreement or in respect of any other document or theory of law or equity. The parties understand and agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. In the event of a Willful Breach of Section 8.01(b) of this Agreement, in each case by Parent or Merger Subsidiary, the Company shall have the right to xxx for damages which are in excess of the Parent Termination Fee (including damages based on loss of the economic benefits of the transactions contemplated hereby to the Company’s Securityholders). In the event of any Willful Breach by Parent or Merger Subsidiary of any representation, warranty, covenant or agreement contained herein (other than Section 8.01), Parent shall be fully liable for any and all liabilities and damages incurred or suffered by the Company as a result of such breach, the amount of which may be greater than the Parent Termination Fee. (b) The parties acknowledge that the agreements contained in this Section 10.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither Parent nor the Company would have entered into this Agreement; accordingly, if Parent fails to promptly pay any amounts due pursuant to this Section 10.03 and, in order to obtain such payment, the Company commences a suit which results in a judgment against Parent for the amount of the Parent Termination Fee set forth in this Section 10.03, Parent shall pay the Company’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses of enforcement) in connection with such suit, together with interest on the amounts owed at the prime lending rate prevailing at such time, as published in the Wall Street Journal from the date such amounts were required to be paid until the date actually received by the Company.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law8.1(d)(i) or Section 6.1(c8.1(d)(iii) has not been satisfied or waivedthen, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)event, then Parent shall pay to the Company a fee of $310,000,000 3,595,838 (the “Parent Termination Fee”) ). The Company acknowledges and agrees that the Parent Termination Fee, together with any Collection Costs payable, shall be deemed to be liquidated damages and such amounts shall be sole and exclusive remedy of the Company within three and any other Person against the Parent’s or Merger Sub’s Related Parties, and none of Parent’s or Merger Sub’s Related Parties shall have any other liability or obligation (3other than to Parent) Business Days following such termination for any losses, claims, damages or liabilities suffered or incurred by wire transfer the Company or any other Person relating to or arising out of immediately available funds; or (ii) this Agreement is terminated by Agreement, the Limited Guaranty, the Equity Financing Commitment, and neither the Company nor any other person shall be entitled to bring or maintain any other Action against Parent or any other of Parent’s Related Parties arising out of this Agreement, the Limited Guaranty or the Equity Financing Commitment, or any of the transactions contemplated hereby or thereby or any matters forming the basis for such termination, whether in law, in contract, in tort, or otherwise. For the avoidance of doubt, while the Company may pursue both a grant of specific performance pursuant to Section 7.1(c), only as 9.10 and damages (including the result payment of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to Fee), under no circumstances will the Company within three (3) Business Days following such termination by wire transfer be permitted or entitled to receive both a grant of immediately available funds; it being understood that specific performance, on the one hand, and damages or the Parent Termination Fee, on the other hand, and in no event shall circumstances will Parent or Merger Sub be required to pay the Parent Termination Fee on more than one occasion. It is acknowledged and agreed that, notwithstanding the foregoing, Parent and Merger Sub may elect to consummate the Offer, Merger and other transactions contemplated hereby in lieu of paying the Parent Termination Fee following a demand for payment of the same. (ii) Notwithstanding anything to the contrary in this Agreement, no Financing Source Party shall have any liability or obligation to the Company, any of its Affiliates or any of its or their direct or indirect stockholders relating to or arising out of this Agreement, the Limited Guaranty or in respect of any oral representation made or alleged to be have been made in connection herewith or therewith, whether in equity or at law, in contract, in tort or otherwise, and the Company shall not seek to, and shall cause its Affiliates and its and their direct and indirect stockholders not to seek to, recover any money damages (including consequential, special, indirect or punitive damages, or damages on account of a willful and material breach) or obtain any equitable relief from or with respect to any Financing Source Party. (iii) Payment of the Parent Termination Fee shall be made by wire transfer of same-day funds to the accounts designated by the Company as promptly as reasonably practicable after termination (and, in any event, within two Business Days thereof), in the case of termination by the Company pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii). (iv) Notwithstanding anything to the contrary in this Agreement, the parties acknowledge and agree that the maximum aggregate liability of Parent, Merger Sub and any other of Parent’s Related Parties under this Agreement, the Limited Guaranty, the Equity Financing Commitment or relating to the transactions contemplated hereby or thereby shall be limited to (A) the Parent Termination Fee, plus (B) the Collection Costs (the sum of clauses (A) and (B), the “Maximum Parent Liability Amount”), and in no event shall the Company or any other person seek to recover any money damages (including consequential, indirect or punitive damages) in excess of the Maximum Parent Liability Amount.

Parent Termination Fee. Any provision in (a) In the event that this Agreement to has been terminated by the contrary notwithstanding, in the event that: Company or Parent (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b10.01(b)(i) and, at and the time of such termination, (A) one or more of the conditions condition set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law9.01(a) or Section 6.1(c9.01(b)(i) has not been satisfied on or waivedbefore the End Date, or (Bii) all pursuant to Section 10.01(b)(ii) due to a final and non-appealable Order enjoining, restraining or otherwise preventing consummation of the other conditions set forth Merger, in Section 6.1each case, Section 6.3(a) and Section 6.3(b) have been satisfied under any Applicable Laws with respect to antitrust, competition or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)merger controls, then within two (2) Business Days following such termination, Parent shall pay a fee of to the Company an amount equal to $310,000,000 45,000,000 (the “Parent Termination Fee”) to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as provided, however, that if the failure to consummate the Merger on or before the End Date is the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no material breach by the Company of its material obligations under Section 5.7 has been 8.01 hereof that directly results in the principal cause failure of the imposition condition set forth in Section 9.01(a) or Section 9.01(b)(i) hereof to be satisfied and in the event of any such material breach by the Company, Parent shall have given the Company prompt written notice of such Legal Restraintbreach and the opportunity to cure such breach, then no Parent Termination Fee shall pay be payable by Parent to the Company. Notwithstanding anything to the contrary in this Agreement, except in the case of a Willful Breach of Section 8.01(b) of this Agreement by Parent or Merger Subsidiary, if Parent and Merger Subsidiary fail to complete the Closing as a result of the failure to satisfy the condition set forth in Section 9.01(a) or Section 9.01(b)(i), then the Company’s sole and exclusive remedy (whether in contract, in tort, at law or otherwise) against Parent and Merger Subsidiary for any breach, loss or damage shall be to terminate this Agreement and receive payment of the Parent Termination Fee and neither Parent nor Merger Subsidiary will have any liability or obligation to the Company within three (3) Business Days following such termination by wire transfer relating to or arising out of immediately available funds; it being understood this Agreement or in respect of any other document or theory of law or equity. The parties understand and agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. In the event of a Willful Breach of Section 8.01(b) of this Agreement, in each case by Parent or Merger Subsidiary, the Company shall have the right to xxx for damages which are in excess of the Parent Termination Fee (including damages based on loss of the economic benefits of the transactions contemplated hereby to the Company’s Securityholders). In the event of any Willful Breach by Parent or Merger Subsidiary of any representation, warranty, covenant or agreement contained herein (other than Section 8.01), Parent shall be fully liable for any and all liabilities and damages incurred or suffered by the Company as a result of such breach, the amount of which may be greater than the Parent Termination Fee. (b) The parties acknowledge that the agreements contained in this Section 10.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither Parent nor the Company would have entered into this Agreement; accordingly, if Parent fails to promptly pay any amounts due pursuant to this Section 10.03 and, in order to obtain such payment, the Company commences a suit which results in a judgment against Parent for the amount of the Parent Termination Fee set forth in this Section 10.03, Parent shall pay the Company’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses of enforcement) in connection with such suit, together with interest on the amounts owed at the prime lending rate prevailing at such time, as published in the Wall Street Journal from the date such amounts were required to be paid until the date actually received by the Company.

Parent Termination Fee. Any provision in this Agreement (a) If, due to the contrary notwithstandinga condition, in the event that: (i) this Agreement is terminated or an action or inaction by Parent or Acquisition Sub, the Company Company, while not in material breach of any of its obligations hereunder, terminates this Agreement pursuant to the terms of Section 7.1(b) and7.1(c)(i), at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law7.1(c)(iii) or Section 6.1(c) has not been satisfied or waived7.1(c)(iv), (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions parties agree that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company shall have suffered a loss of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed an incalculable nature and amount, unrecoverable in clause (A) of this Section 7.3(b)(i)law, then and Parent shall pay to the Company a fee of Six Million Dollars ($310,000,000 6,000,000) (the “Parent Termination Fee”); provided that (i) to in no event shall the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(ccondition(s), only as the result of a Legal Restraint issued action(s) or granted inaction(s) which, individually or in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law andaggregate, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay caused the Parent Termination Fee to become due and payable, have manifested or occurred after the Company within three Termination Date; (3ii) Business Days following such termination by wire transfer of immediately available fundsin no event shall the Parent Termination Fee become due and payable if this Agreement is terminated pursuant to Section 7.1(a), Section 7.1(c)(ii), or Section 7.1(d); it being understood that and (iii) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. The Parent Termination Fee shall be payable in immediately available funds by wire transfer no later than three (3) Business Days after such termination. (b) Notwithstanding anything to the contrary in this Agreement, if the Company exercises its right to terminate this Agreement pursuant to Section 7.1(c)(i), Section 7.1(c)(iii) or Section 7.1(c)(iv), the Company’s right to receive payment of the Parent Termination Fee pursuant to this Section 7.4 shall be the sole and exclusive remedy of the Company or any of its affiliates against the Parent or any of its affiliates or any of their respective stockholders, partners, members or representatives for any and all losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and upon payment of the Parent Termination Fee in accordance with this Section 7.4, none of Parent or any of its affiliates or any of their respective stockholders, partners, members or representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. (c) Payment of the Parent Termination Fee, in the event that the Parent Termination Fee shall become due and payable under the terms of this Section 7.4, shall be secured by an Irrevocable Standby Letter of Credit, in the form attached hereto as Exhibit B, extended by First Niagara Bank for the benefit of the Company.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in (a) In the event that: (i) that this Agreement is terminated (i) (A) by Parent or the Company pursuant to Section 7.1(b9.01(b)(i) or (B) by Parent pursuant to Section 9.01(b)(i) at a time in which the Company had the right to terminate the Agreement pursuant to Section 9.01(b)(i) and, in each case, at the time of such termination, termination (Ax) one or more any of the conditions set forth in Section 6.1(b8.01(c) or (only as due to any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by any Governmental Authority issued under any Antitrust Law, or in connection with any approval, clearance, consent or filing thereunder) Section 8.01(b) and (y) all other conditions to the result obligations of a Legal Restraint issued or granted in respect of Parent and Merger Subsidiary to consummate the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has not been satisfied or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing Closing, as applicable, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing, as applicable) or (if such conditions would be satisfied or validly waived were the Closing to occur at such time)ii) and (C) no breach by the Company or Parent pursuant to Section 9.01(b)(ii) due to any order issued under or as a result of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all any Antitrust Law, or in connection with any of the conditions listed approval, clearance, consent or filing thereunder, then, in clause (A) of this Section 7.3(b)(i)any such event, then Parent shall pay a fee the Company an amount, without offset or reduction of any kind, equal to $310,000,000 25,000,000, plus the actual and documented out-of-pocket expenses (in an amount not to exceed $5,000,000) incurred by the Company and its Subsidiaries in connection with this Agreement and the transactions contemplated thereby (the “Parent Termination Fee”) to the Company within three (3) Business Days following such termination ), which amount shall be payable by wire transfer of immediately available funds; or . The Parent Termination Fee (iiwhich, if owing, shall be payable only once) shall be paid, promptly (but in no event later than three (3) Business Days) following the termination. Notwithstanding anything to the contrary set forth in this Agreement Agreement, including Section 10.13 and other than in the case of fraud or willful and material breach, each of the parties hereto expressly acknowledges and agrees that Company’s right to receive payment of the Parent Termination Fee pursuant to this Section 9.04 (plus any costs, expenses or interest payable in connection therewith pursuant to Section 9.04(b), in circumstances in which the Parent Termination Fee is terminated by payable)), shall constitute the sole and exclusive remedy of Company and its Affiliates and any of their respective Company Related Parties against the Parent or the Company pursuant to Section 7.1(cMerger Subsidiary and any other Parent Related Party for all any and all losses, claims, damages, liabilities, costs, fees, expenses (including reasonable attorney’s fees and disbursements), only as the result of a Legal Restraint issued or granted judgments, inquiries and fines suffered in respect of this Agreement (including in respect of any breach of any representation, warranty, covenant or agreement or the failure of the Merger and to be consummated) or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law andin such circumstances, at the time and upon payment of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to Company pursuant to this Section 9.04 (plus any costs, expenses or interest payable in connection therewith pursuant to Section 9.04(b)), none of the Parent Related Parties shall have any further liability or obligation to any of the Company within three Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby. (3b) Business Days following Parent and Merger Subsidiary acknowledge and hereby agree that the provisions of this Section 9.04 are an integral part of the transactions contemplated by this Agreement, and that, without such termination provisions, the Company would not have entered into this Agreement. Accordingly, if Parent fails promptly to pay any amount due to the Company pursuant to this Section 9.04, it shall also pay any costs and expenses incurred by wire transfer the Company in connection with a legal action to enforce this Agreement that results in a judgment against Parent for such amount, together with interest on the amount of immediately available funds; it being understood that in no event shall Parent be any unpaid fee, cost or expense at the publicly announced prime rate of JPMorgan Chase Bank, N.A. from the date such fee, cost or expense was required to pay be paid to (but excluding) the Parent Termination Fee on more than one occasionpayment date.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(d) andor Section 8.1(e) (but, in the case of Section 8.1(e), solely if the Judgment preventing the consummation of the Transaction relates to Antitrust Laws) and at the time of such termination, (A) one or more termination all of the conditions to the Purchaser Parties’ obligation to effect the Closing under Article VII have been satisfied other than (a) the condition set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has not been satisfied or waived7.1(a), (Bb) all of the other conditions condition set forth in Section 6.17.1(b) (but in the case of this clause (b), Section 6.3(asolely related to Antitrust Laws) and Section 6.3(bor (c) have been satisfied or waived (other than any such those conditions that by their nature are to be satisfied at the Closing (if so long as such conditions would be satisfied or validly waived were the Closing to occur at such time)are capable of being satisfied) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(ia “Regulatory Termination”), then no later than two (2) Business Days after the date of such Regulatory Termination, Parent shall pay a fee to Seller, by wire transfer of immediately available funds (to an account designated in writing by Seller), the liquidated amount of $310,000,000 15,000,000 in compensation for the fees and expenses incurred by Seller on or prior to the date of such Regulatory Termination in connection with the Transaction (the “Parent Termination Fee”) ). Other than Parent’s obligations, if applicable, to the Company within three (3) Business Days following such termination pay any fees, expenses or other costs contemplated by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c10.11(b), only as the result payment of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee pursuant to this Section 8.4 shall be deemed to be liquidated damages for any and all Losses suffered or incurred by Seller, the Company within three Seller Entities and any of their respective Affiliates or any other Person in connection with this Agreement (3and the termination hereof), the Transaction (and the abandonment thereof) Business Days following or any matter forming the basis for such termination by wire transfer termination, and none of immediately available funds; it being understood that Seller, the Seller Entities or any of their respective Affiliates shall be entitled to bring or maintain any Proceeding against the Purchaser Parties or any of their Affiliates arising out of or in no event shall Parent be required connection with this Agreement, the Transaction or any matters forming the basis for such termination, other than with respect to pay the Parent Termination Fee on more than one occasionclaims for, arising out of or in connection with fraud or a willful breach of this Agreement.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event that the Company validly terminates this Agreement is terminated by Parent or the Company pursuant to to, and in compliance with, Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law7.3(a) or Section 6.1(c7.3(c) has not been satisfied or waived(each, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(ia “Qualified Termination”), then Parent shall pay to the Company, or cause to be paid to the Company, a termination fee of $310,000,000 95,000,000 in cash in immediately available funds (such payment, the “Parent Termination Fee”) to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c)Qualified Termination, only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Any amount that becomes payable pursuant to this Section 7.5(c) shall be paid by wire transfer in immediately available funds to an account or accounts designated in writing by the Company. 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 and the Company’s right of specific performance pursuant to the Equity Commitment Letter, (i) the Company’s right to terminate this Agreement and receive payment of the Parent Termination Fee pursuant to Section 7.5(c) and the obligations from Parent (or the Guarantors under and in accordance with the Guaranty) set forth in Section 5.15(a)(iii) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company and the Company Subsidiaries and their respective Affiliates or any other Person, against Parent, Merger Sub, the Debt Financing Parties, the Guarantors, their respective Affiliates and its and their respective direct or indirect, former, current or future, Affiliates, general or limited partners, stockholders, managers, managed or approved funds, members, directors, officers, employees, agents, Representatives, advisors or assignees of the foregoing (each, a “Parent Related Party”) 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 (ii) other than the payment of the Parent Termination Fee to the Company by Parent (or the Guarantors under the Guaranty) if and when due and the obligations set forth in Section 5.15(a)(iii) of Parent (or the Guarantors under the Guaranty), no Parent Related 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, the termination of this Agreement, or failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, in the event that this Agreement is terminated without the Closing having occurred, this Section 7.5(c) will not relieve Parent or Merger Sub from any liability for any fraud or Intentional Breach of this Agreement, except that under no circumstances will the amount payable by Parent and Merger Sub under this Agreement (for clarity, including the Parent Termination Fee, if payable) whether payable hereunder or by the Guarantors under the Guaranty exceed, in the aggregate, the amount of the Parent Termination Fee plus the obligations set forth in Section 5.15(a)(iii), and in no event shall Parent be required to pay both damages under this Agreement and the Parent Termination Fee. In no event will any Company Related Party seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award or damages (including consequential, special, indirect or punitive damages) against any Parent Related Party with respect to this Agreement, the Financing Commitments, the Guaranty or the Contemplated Transactions (including any breach by any Parent Related Party), the termination of this Agreement, the failure to consummate the Contemplated Transactions thereby or any Actions under applicable Laws arising out of any such breach, termination or failure (including in the event of an Intentional Breach), other than the Company from Parent or Merger Sub to the extent expressly provided for in this Agreement or the Guaranty. For the avoidance of doubt, while the Company may pursue a grant of specific performance under Section 8.13 and may pursue its rights of specific performance under the Equity Commitment Letter prior to termination of this Agreement and/or the payment of the Parent Termination Fee or damages (subject to the limitations herein) under this Section 7.5 following the termination of this Agreement, under no circumstances shall the Company be permitted or entitled to receive from Parent both a grant of specific performance in accordance with Section 8.13, on the one hand, and payment of all or a portion of the Parent Termination Fee (or any other monetary damages) (subject to the limitations herein), on the other hand.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by Parent or In the Company pursuant to Section 7.1(b) and, at the time of such termination, event (A) one or more of the conditions to Closing set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has not been satisfied or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) 6.1 and Section 6.3(b) 6.2 have been satisfied or waived (other than any such those conditions that by their nature are to be satisfied at the Closing (if such conditions and that would be capable of being satisfied or validly waived if there were a Closing), (B) Parent fails to complete the Closing to occur at such time)) and (C) no breach by the Company terminates this Agreement pursuant to Section 7.1(h) (Parent Breach) or Section 7.1(i) (Failure to Close) by sending a notice of its obligations under Section 5.7 has materially contributed termination that includes a demand, which demand shall be irrevocable, to receive the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent Termination Fee. Parent shall pay a fee of $310,000,000 (the “Parent Termination Fee”) or cause to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay be paid the Parent Termination Fee to the Company promptly, and in any event within three two (32) Business Days following such termination termination, by wire transfer of immediately available funds; funds (it being understood and agreed that the Company shall provide Parent with the applicable account information promptly upon request therefor). Notwithstanding the foregoing, and without limiting the Company’s right to seek specific performance pursuant to Section 8.8, and other than in the case of fraud, the Company’s right to receive the Parent Termination Fee pursuant to this Section 7.2(d)(i) shall be of no further force or effect if the Company makes any demand or claim for damages suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder under the Limited Guarantee or otherwise in any Action against any member of the Parent Group other than for the payment of the Parent Termination Fee. (ii) For the avoidance of doubt, in no event shall Parent be required obligated to pay pay, or cause to be paid, the Parent Termination Fee on more than one occasion. (iii) Subject to Section 8.8, if Parent becomes obligated to pay the Parent Termination Fee pursuant to this Section 7.2(d), the Company agrees that its right to receive the Parent Termination Fee from Parent or from the Sponsor pursuant to the Limited Guarantee shall be its sole and exclusive remedy against Parent and the Parent Group and, upon payment of the Parent Termination Fee, neither Parent nor any member of the Parent Group shall have any liability or obligation to the Company relating to or arising out of this Agreement or the transactions contemplated hereby.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) Parent will pay to the Company or one or more Persons designated by the Company a termination fee of forty-six million six hundred thousand Dollars ($46,600,000) in cash (the “Parent Termination Fee”) if this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(b) andor Section 9.1(d), at if, as of the time of such termination, (Ax) one or more of the only conditions to Closing set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law) or Section 6.1(c) has Article VIII that have not been satisfied or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such those conditions that by their nature are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date the notice of termination is delivered as evidenced by written confirmation by those Persons pursuant to Section 8.2(d)) are those set forth in Section 8.1(b) or in Section 8.1(c) (if solely with respect to Antitrust Laws), (y) such conditions would failure to be satisfied is due to (A) the failure to receive any required consent or validly waived were approval (including the Closing expiration or termination of any waiting period and any extension thereof under the HSR Act) from a Governmental Authority pursuant to occur at such time)Antitrust Laws or (B) any action (including the enacting, issuing, entry or promulgation of Orders or Applicable Laws or instituting of proceedings) by any Governmental Authority to enjoin or otherwise prohibit the Merger or make it illegal pursuant to Antitrust Laws, and (Cz) no that none of the Company, its Subsidiaries or their respective officers, directors or employees has taken any action or failed to take any action (which action or failure to act constitutes a breach by the Company of its obligations under Section 5.7 has materially contributed to this Agreement) that was a principal cause of the failure to be satisfied of all or any of the conditions listed in clause Section 8.1(b) or Section 8.1(c). (Aii) of Any payment to be made by Parent pursuant to this Section 7.3(b)(i), then 9.4(b) shall be made by Parent shall pay a fee of $310,000,000 (the “Parent Termination Fee”) to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or (ii) this Agreement is terminated funds to an account or accounts designated in writing by Parent or the Company pursuant to Section 7.1(c)Company, only as and shall be made concurrently with the result of a Legal Restraint issued or granted in respect termination of the Merger and Agreement referenced in Section 9.4(b)(i), in the other transactions contemplated case of a termination by this Agreement by a Governmental Entity pursuant to any Antitrust Law Parent, or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to the Company within three two (32) Business Days following such termination, in the case of a termination by wire transfer of immediately available funds; it being understood the Company. (iii) 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, whether nor not the Parent Termination Fee may be Table of Contents payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (a) The parties agree that (i) if this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law7.1(h) or Section 6.1(c7.1(i) has not been satisfied (or waived, (BSection 7.1(d) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by circumstances in which the Company of its obligations under could terminate this Agreement pursuant to Section 5.7 has materially contributed to the failure to be satisfied of all 7.1(h) or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.1(i)), then Parent shall pay a fee of to the Company, as promptly as reasonably practicable (and, in any event, within five (5) Business Days) following such termination, $310,000,000 124,000,000 (the “Parent Termination Fee”). (b) to the Company within three (3) Business Days following such termination All payments under this Section 7.4 shall be made by wire transfer of immediately available funds; orfunds to an account designated in writing by the Company, or in the absence of such designation, an account established for the sole benefit of the Company. (iic) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of a Legal Restraint issued or granted in respect Each of the Merger parties acknowledges and agrees that the other agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law andAgreement, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company within three (3) Business Days following such termination by wire transfer and the Company Related Parties for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, which amounts would otherwise be impossible to calculate with precision, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. For the avoidance of immediately available funds; it being understood that doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (d) Notwithstanding anything to the contrary in this Agreement, if Parent or Merger Sub fails to effect the Closing by the date the Closing is required to have occurred pursuant to Section 1.2 or otherwise breaches this Agreement or fails to perform its obligations hereunder, then, (i) except for the right of the Company to seek an injunction or specific performance in accordance with Section 8.14, the sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person or otherwise) of the Company Related Parties against Parent, Merger Sub, the Equity Investors, the Financing Sources, each of their respective affiliates or any of their respective former, current or future direct or indirect equity holders, general or limited partners, controlling Persons, stockholders, members, managers, directors, officers, employees, agents, affiliates, Representatives or assignees or any former, current or future direct or indirect equity holder, general or limited partner, controlling Person, stockholder, member, manager, director, officer, employee, agent, affiliate, Representative or assignee of any of the foregoing (collectively, the “Parent Related Parties”) for such failure or breach shall be the right of the Company to terminate this Agreement as provided (and solely to the extent provided) in Section 7.1(h) or Section 7.1(i) or Section 7.1(d) and following such termination, receive payment of the Parent Termination Fee pursuant to and solely to the extent required by Section 7.4(a), either directly from Parent or from the Equity Investors pursuant to the Termination Equity Commitment Letter, and (ii) following termination of this Agreement in accordance with Section 7.1(h) or Section 7.1(i) or Section 7.1(d) and payment of the Parent Termination Fee pursuant to and solely to the extent required by Section 7.4(a), except with respect to any obligations of the Parent Related Parties under the Confidentiality Agreement, none of the Parent Related Parties will have any further liability or obligation to any of the Company Related Parties 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 or failure to perform hereunder, or otherwise relating to or arising out of this Agreement or the transactions contemplated hereby (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person or otherwise). (e) In the event that the Company terminates this Agreement in accordance with Section 7.1(h) or Section 7.1(i) or Section 7.1(d) and, pursuant to and solely to the extent required by Section 7.4(a), and Parent thereafter pays the Parent Termination Fee, then the Company agrees to cause any Proceeding pending in connection with this Agreement or any of the transactions contemplated hereby (including any Proceeding related to the Financing or the Termination Equity Commitment Letter, but except for any Proceeding with respect to the first sentence of Section 5.2(b)) by the Company or any of its affiliates, and to use its reasonable best efforts to cause any such Proceeding by any other Company Related Party against Parent or any other Parent Related Party, to be dismissed with prejudice promptly, and in any event within three (3) Business Days, after payment of the Parent Termination Fee pursuant to and solely to the extent required by Section 7.4(a). In no event shall the Company or any other Company Related Party seek any monetary damages from, or otherwise bring any Proceeding against, Parent or any other Parent Related Party in connection with this Agreement or any of the transactions contemplated hereby (including any Proceeding related to the Financing or the Termination Equity Commitment Letter), other than a Proceeding (i) to recover payment of the Parent Termination Fee payable pursuant to Section 7.4(a), (ii) for an injunction or specific performance in accordance with Section 8.14, or (iii) with respect to the first sentence of Section 5.2(b). In no event shall the Company be entitled to seek an injunction or the remedy of specific performance of this Agreement other than in accordance with Section 8.14.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) (only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law7.3(a) or Section 6.1(c) has not been satisfied or waived, (B) all of the other conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and (C) no breach by the Company of its obligations under Section 5.7 has materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.3(c), then Parent shall pay a fee of to the Company an amount equal to $310,000,000 6,750,000 (the “Parent Termination Fee”) to the Company within three (3) Business Days following such termination by wire transfer of immediately available funds; or funds within seven (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of a Legal Restraint issued or granted in respect of the Merger and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the time of such termination, no breach by the Company of its obligations under Section 5.7 has been the principal cause of the imposition of such Legal Restraint, then Parent shall pay the Parent Termination Fee to the Company within three (37) Business Days following such termination by wire transfer of immediately available funds; it being understood termination. Parent and the Company acknowledge that (A) the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (B) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.12, (i) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and to receive payment of the Parent Termination Fee in the circumstances in which it is payable by Parent pursuant to Section 7.5(f)(i) 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, partners, members, or Representatives, any Debt Financing Sources and the Equity Investor (each, a “Parent Party”) 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 (ii) upon payment of the Parent Termination Fee to the Company, none of Parent or any of its Affiliates, or any of its or their respective former, current, or future shareholders, partners, members, or Representatives, any of the Debt Financing Sources or the Equity Investor shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of Parent and the Parent Parties for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the transactions contemplated by this Agreement, shall be limited to an amount equal to the Parent Termination Fee and any amounts owing under Section 5.20(e), and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount. In no event will the Company or any of the Company’s former, current and future Affiliates, assignees, stockholders, controlling persons, directors, officers, employees, agents, attorneys and other Representatives seek or obtain, nor will they permit any of their Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Parent Party with respect to this Agreement, the Subscription Agreements, the Support Agreements, the CVR Agreement, the Commitment Letters, the Guaranty, the Confidential Disclosure Agreements or the Contemplated Transactions (including any breach by any Parent Party), the termination of this Agreement, the failure to consummate the Contemplated Transactions thereby or any claims, proceedings or actions under applicable Laws arising out of any such breach, termination or failure (including in the event of a fraud or Intentional Breach), other than from Parent or Merger Sub to the extent expressly provided for in this Agreement. (iv) For the avoidance of doubt, while the Company may pursue a grant of specific performance under Section 8.12 prior to termination of this Agreement and/or the payment of the Parent Termination Fee under this Section 7.5 following the termination of this Agreement, under no circumstances shall the Company be permitted or entitled to receive from Parent both a grant of specific performance in accordance with Section 8.12 on the one hand, and payment of all or a portion of the Parent Termination Fee (or any other monetary damages), on the other hand.