Common use of Reverse Termination Fee Clause in Contracts

Reverse Termination Fee. (a) If this Agreement is terminated by (i) either Parent or the Company pursuant to Section 9.1(a)(iii) as a result of a Restraint arising under an antitrust, competition, fair trade or similar Applicable Law, (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and at or prior to the time of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (B), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination), then Parent shall pay to the Company a fee of Eight Hundred Million ($800,000,000) (the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such termination, by wire transfer of immediately available funds to an account designated in writing by the Company). (b) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of the Reverse Termination Fee, Parent shall pay the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceeding.

Reverse Termination Fee. (a) If this Agreement is terminated by (i) either Parent or the Company pursuant to (i) Section 9.1(a)(iii10.01(b)(i) as a result of a Restraint arising under an antitrustand, competition, fair trade or similar Applicable Law, (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and at or prior to the time of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall have been satisfied or waived (other than (A) termination, the conditions set forth in Section 8.1(a9.01(a) or Section 9.01(c) shall not have been satisfied (in each case, solely as a result of failure to obtain the expiration or termination of the applicable waiting period relating to the extent such Restraint arises Merger under the HSR ActAct or the issuance of an injunction or order or application of Applicable Law or other legal prohibition, in each case relating to antitrust laws in the United States) or (ii) Section 10.01(b)(ii) (solely as a result of failure to obtain the expiration or termination of the applicable waiting period relating to the Merger under the HSR Act or the issuance of an injunction, order or decree relating to antitrust laws in the United States), and at the time of such termination referred to in clause (i) or (ii) above, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified conditions set forth in Section 8.1(b) of the Company Disclosure Letter9.02(a) and Section 9.02(b) shall have been satisfied (Bassuming for the purpose of determining whether the conditions set forth in Section 9.02(a) those other conditions thatand Section 9.02(b) have been satisfied in this clause, by their nature, cannot that all references to “Effective Time” in Section 9.02(a) and Section 9.02(b) shall be satisfied until deemed to refer instead to the Closing, but, in the case time of termination of this clause (B), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination)Agreement under this Section) or waived in accordance with this Agreement, then Parent shall promptly, but in no event later than two Business Days after the date of such termination, pay to the Company a fee of Eight Hundred Million an amount equal to (i) $800,000,000) 145,000,000 (the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such termination, by wire transfer of in immediately available funds to an account designated in writing by the Company). Company minus (bii) Notwithstanding anything in this Agreement to the contrary aggregate amount actually paid by Parent (but subject to and without limitation or any of Section 10.12 and the proviso to this sentence), the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable its Affiliates) pursuant to Section 9.2(a) and 8.01(b). For the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Companyavoidance of doubt, (i) the Reverse Termination Fee shall only be payable by Parent once hereunder and (ii) upon payment of such the Reverse Termination FeeFee (minus the aggregate amount actually paid by Parent (or any of its Affiliates) pursuant to Section 8.01(b)), together with any amounts no amount shall be payable pursuant to Section 8.01(b). Notwithstanding anything to the last three sentences contrary contained in this Agreement, except in the case of Section 7.10(d) and Section 9.2(c)fraud or Willful Breach of this Agreement by Parent or Merger Sub, the Company’s receipt of the Reverse Termination Fee from Parent shall be the sole and exclusive remedy of the Company Related Parties against the Parent, Merger Sub and their Affiliates and their respective Representatives (each such Person, a “Parent Related Parties and (iiParty”) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) for the loss suffered as a result of any the failure of the Merger to be consummated, (B) consummated or any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities loss suffered as a result of any breach of any covenant or under this Agreement and the transactions contemplated by agreement in this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2such amount, together with none of Parent or any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no other Parent Related Parties Party shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated herebyAgreement; provided, however, that, notwithstanding that the foregoing shall not limit the rights of the Company or any other provision of its Affiliates, or any of its or their respective Representatives, or the obligations of Parent to pay or reimburse, any amounts payable or reimbursable by Parent under the Surviving Economic Provisions. Nothing in this Agreement Section 11.04(c) shall limit the rights of the Company under Section 11.13 (or otherwise with respect to injunctive or similar relief), in each case prior to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach termination of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of the Reverse Termination Fee, Parent shall pay the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceeding.

Reverse Termination Fee. (a) If In the event of any valid termination of this Agreement is terminated by (i) either Parent or the Company pursuant to in accordance with (x) Section 9.1(a)(iii8.1(g) as where such termination is based solely on a result breach of a Restraint arising under an antitrustSection 4.10, competitionSection 4.11, fair trade Section 4.12, Section 6.2 or similar Applicable LawSection 6.5 or (y) Section 8.1(i), or (ii) the Company pursuant to or Parent in accordance with Section 9.1(a)(iv8.1(c) as and, at that time, the Company could have terminated in accordance with (x) Section 8.1(g) where such termination is based solely on a result breach of Parent’s breach Section 4.10, Section 4.11, Section 4.12, Section 6.2 or failure to perform its obligations under Section 7.3 6.5 or (iiiy) either Parent or the Company pursuant to Section 9.1(a)(ii) and at or prior to the time of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (B8.1(i), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination), then Parent shall pay pay, or cause to be paid, to the Company a fee of Eight Hundred Million (in an amount equal to $800,000,000) 550,000,000 (the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such termination, in cash by wire transfer of immediately available funds to an account or accounts designated in writing by the Company). Company within five (b5) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation Business Days of Section 10.12 and the proviso to this sentence)such termination, the Company agrees it being understood that in the no event that this Agreement is terminated in accordance with Section 9.1 and shall Parent be required to pay the Reverse Termination Fee is payable pursuant to Section 9.2(a) and on more than one occasion, whether or not the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts may be payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other more than one provision of this Agreement to at the contrary, irrespective same or at different times and upon the occurrence of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) different events. Each of the Company, Parent Parties acknowledges and Merger Sub acknowledges agrees that (i) the agreements contained in this Section 9.2 8.3(a) are an integral part of the transactions contemplated by hereby and that, without these agreements, the Parties would not enter into this Agreement, (ii) . Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but is constitutes liquidated damages, damages in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would could otherwise be impossible to calculate with precision and (iii) without these agreements, precision. Notwithstanding anything to the parties would not enter into contrary in this Agreement; accordingly, if Parent fails but subject to timely pay the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt of the Reverse Termination Fee when due (if payable) pursuant to this Section 9.28.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties and any other Person against (A) the Buyer Parties, the Guarantors, or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (1A) none of the Parent Related Parties shall pay have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby and (B) no Company Related Party shall be entitled to bring, and the Company interest on such amount at shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the prime rate as published bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received event of Fraud or Willful Breach) and (2) in order to obtain such payment, the Company commences a shall cause any such litigation, proceeding or other Legal Proceeding with results pending as of any payment in a judgment of all or a portion full of the Reverse Termination Fee, Parent shall pay any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the Company’s costs and expenses contrary in this Agreement (including attorney’s fees this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and expenses no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of enforcementthe failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in connection with excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such Proceedingamount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount.

Reverse Termination Fee. (a) If this Agreement is terminated by the Purchaser or MFI pursuant to Section 10.1(b), 10.1(c) or 10.1(d) and the Purchaser has not satisfied the Competition Act Clearance condition set out in Section 6.5 prior to the End Date, then, provided (i) either Parent or such failure is not due to the Company pursuant failure of MFI to Section 9.1(a)(iii) as a result of a Restraint arising comply in all material respects with its obligations under an antitrust, competition, fair trade or similar Applicable Law, this Agreement and (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) conditions in Sections 6.1, 6.2, 6.3, 6.4 and at or prior to the time of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall 6.7 have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Actsatisfied, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (B), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination), then Parent Purchaser shall pay to MFI, contemporaneously with the Company termination of this Agreement, a termination fee in the amount of Eight Hundred Million ($800,000,000) 12,000,000 (the “Reverse Termination Fee”) (which fee ). Any Reverse Termination Fee payable hereunder shall be payable within two (2) Business Days after written notice paid by way of such termination, by wire transfer of in immediately available funds to an account designated in writing specified by MFI. MFI agrees that the payment by the Company). (b) Notwithstanding anything in this Agreement to the contrary (but subject to Purchaser and without limitation receipt by MFI of Section 10.12 and the proviso to this sentence), the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to in the manner provided in this Section 9.2(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), 10.3 shall be the sole and exclusive remedy of MFI with respect to this Agreement and the Company Related Parties termination hereof, and that MFI shall not have any further claim against the Parent Related Parties Purchaser or any of its Affiliates arising from or in connection with this Agreement or the termination hereof, except for any breaches by the Purchaser of the covenants set forth in Section 12.12 (Confidentiality) or the Confidentiality Agreement. (b) Notwithstanding Section 10.3(a) above, provided that all of the conditions set out in Article 6 have been satisfied or waived in accordance with this Agreement, Section 10.3(a) shall not apply if (i) the Purchaser has waived the Competition Act Clearance condition in Section 6.5, and (ii) in there is no event will Law prohibiting the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 are an integral part completion of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of the Reverse Termination Fee, Parent shall pay the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceeding.

Reverse Termination Fee. (a) If In the event that (i) this Agreement is terminated by (i) either Parent or the Company pursuant to Section 9.1(a)(iii9.01(b) as a result of a Restraint arising under an antitrust, competition, fair trade or similar Applicable LawSection 9.01(e), (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform neither Seller nor its Affiliates materially breached their obligations under Section 7.3 or 6.08, (iii) either Parent the only condition to Closing that is not satisfied (or could not be satisfied by the Company pursuant Termination Date) is Section 7.01(a) or Section 7.01(b) (and with respect to Section 9.1(a)(ii7.01(b), only if the applicable order, decision or injunction arises in connection with the failure of any waiting period (or extension thereof) and at or prior applicable to the time of such termination all of transactions contemplated by this Agreement to expire or be terminated or any approval or consent to be obtained, in each case, under or in relation to the HSR Act), and (iv) the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a7.01(a) and or Section 8.2 shall 7.01(b) would have been satisfied if Buyer agreed or waived (other than (A) the conditions set forth in Section 8.1(a) (committed to the extent such Restraint arises under the HSR Actdivest, the EU Merger Regulation hold separate or take or commit to take action that limits its freedom of action with respect to, or its ability to retain any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions businesses, services, or assets of Buyer that, by their naturetaken as a whole, canwould not be satisfied until the Closing, but, in the case of this clause (B), which conditions would be capable of satisfaction if the Closing were have a material and adverse effect on Buyer and Buyer elected not to occur on the date of termination)take such actions, then Parent shall Buyer will, by way of compensation, pay to the Company a fee of Eight Hundred Million (an amount equal to $800,000,000) 25,100,000 (the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such termination, by wire transfer (to an account designated by the Company) of immediately available funds (x) prior to an account designated in writing by the Company). (b) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees that or concurrently with such termination in the event that this Agreement is terminated of a termination by Buyer or (y) no later than five Business Days following such termination in accordance with Section 9.1 and the event of a termination by Seller or the Company. In no event will Buyer be required to pay the Reverse Termination Fee is payable pursuant other than in the instance described in this Section 9.02 and in no event will Buyer be required to Section 9.2(a) and pay the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related on more than one occasion. The Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of acknowledge that the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is will not constitute a penalty, penalty but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, Seller for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyAgreement, which amount would otherwise be impossible to calculate with precision and precision. (iiib) without these agreements, Except in the parties would not enter into case of fraud or willful breach of this Agreement; accordingly, if Parent fails to timely pay in any circumstance in which Seller receives the Reverse Termination Fee when due in full pursuant to Section 9.02(a), receipt of the Reverse Termination Fee will be the sole and exclusive remedy of Seller and its Affiliates against Buyer and their respective officers, managers, directors, securityholders, Affiliates, subsidiaries, employees, advisors and agents for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Section 9.2, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such paymentAgreement, the Company commences a Proceeding with results in a judgment of all or a portion transactions contemplated hereby, and upon receipt of the Reverse Termination Fee, Parent shall pay none of these parties will have any further liability or obligation relating to or arising out of this Agreement, the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) transactions contemplated hereby, whether in connection with such Proceedingequity or at law, in contract, in tort or otherwise.

Reverse Termination Fee. (a) If In the event that (i) this Agreement is terminated (a) by (i) either Parent or the Company Purchaser pursuant to Section 9.1(a)(iii9.1(e), (b) as by the Sellers pursuant to Section 9.1(f), or (c) by the Sellers or the Purchaser pursuant to Section 9.1(d) (but only if the applicable Judgment or other nonappleable final action relates to a result of a Restraint arising under an antitrustCompetition Law), competition, fair trade or similar Applicable Law, and (ii) on the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and at or prior to the time date of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) 8.1 and Section 8.2 shall have been satisfied or waived (waived, other than (Ax) the conditions set forth in Section 8.1(a), (y) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified conditions set forth in Section 8.1(b) of (but only if the Company Disclosure Letterapplicable Proceeding, Law or Judgment relates to a Competition Law) and (Bz) those other conditions that, that are by their nature, cannot nature to be satisfied until at the Closing, Closing (but, in the case of this clause (Bz), which conditions would be capable of satisfaction satisfied if the Closing Date were to occur on the date of such termination), then Parent the Purchaser shall promptly pay to the Company a fee of Eight Hundred Million ($800,000,000) (Sellers the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such termination, Fee by wire transfer of immediately available same day funds to an account or accounts designated in writing by the CompanySellers to the Purchaser for such purpose (it being understood that in no event shall the Purchaser be required to pay the Reverse Termination Fee on more than one occasion). (b) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees The parties acknowledge that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 9.3 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, the parties hereto would not enter into this Agreement; accordingly, if the Purchaser fails to promptly pay the amounts due pursuant to this Section 9.3 and, in order to obtain such payment, the Sellers commence a suit that results in a judgment against the Purchaser for any amounts due pursuant to this Section 9.3, the Purchaser shall pay to the Sellers their out-of-pocket, documented costs and expenses (iiincluding reasonable attorneys’ fees) in connection with such suit, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Bank of America, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date. (c) The parties acknowledge that the Reverse Termination Fee is shall not constitute a penalty, penalty but is constitutes liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates Sellers in the circumstances in which such fee the Reverse Termination Fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of the Reverse Termination Fee, Parent shall pay the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceedingprecision.

Reverse Termination Fee. (a) If this Agreement is terminated by validly terminated: (i) either Parent or the Company by Seller pursuant to Section 9.1(a)(iii) as a result of a Restraint arising under an antitrust, competition, fair trade or similar Applicable Law, 9.1(c); (ii) the Company by Seller pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or 9.1(e); (iii) either Parent or the Company by Seller pursuant to Section 9.1(a)(ii9.1(f); (iv) and by Seller pursuant to Section 9.1(g); (v) by Purchaser or Seller pursuant to Section 9.1(b)(i) at or prior to the a time of such termination when all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot can only be satisfied until or waived at the Closing, but, in the case of this clause (B), but which conditions would be capable of satisfaction being satisfied if the Closing Date were to occur on the date of such termination); or (vi) by Purchaser or Seller pursuant to (A) Section 9.1(b)(ii)(x) if the applicable Governmental Entity is a Chinese entity or the applicable Law or Order relates to any of the regulatory approvals set forth in Section 8.1(b) or (B) Section 9.1(b)(ii)(y) (other than with respect to approvals required for the satisfaction of the condition set forth in Section 8.1(a)). (each of (i) through (vi), a “Specified Termination”) then Parent (a) in each case of (i) through (vi), Purchaser shall instruct the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement, to pay to Seller within two (2) Business Days of termination, to an account designated by Seller under the Company a fee Escrow Agreement, in immediately available funds, (x) the Escrow Amount of Eight Hundred Million $600,000,000, or (y) if such Specified Termination occurs prior to the Restructuring Phase I Completion Date, $800,000,000500,000,000) (subclauses (x) or (y), as applicable, the “Reverse Termination Fee”) and (which fee b) in the case of a Specified Termination pursuant to (iv), -82- Purchaser shall be payable also pay any shortfall between the Reverse Termination Fee and the amount that has been deposited with the Escrow Agent, within two (2) Business Days after written notice of such termination, by wire transfer of immediately available funds to an account designated in writing by the Company). (b) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub Party acknowledges that (i) the agreements contained in this Section 9.2 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Party would not enter into this Agreement, (ii) . The Parties acknowledge that the Reverse Termination Fee is shall not constitute a penalty, penalty but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates Seller in the circumstances in which such fee the Reverse Termination Fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebySale, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, precision. The Parties acknowledge that the parties would not enter into this Agreement; accordingly, if Parent fails right of Seller to timely pay receive the Reverse Termination Fee when due shall not limit or otherwise affect the Seller’s right to specific performance as provided in Section 11.13 or the Parties’ respective rights as set forth in Section 9.3. In no event, however, shall the Seller be entitled to receive both effective specific performance actually resulting in the Closing and the Reverse Termination Fee. (c) In any circumstance in which the Seller effects a Specified Termination and receives the Reverse Termination Fee in full pursuant to Section 9.4(a), except for the Seller Reimbursable Expenses and as provided in Section 9.5(a), Seller’s termination of this Section 9.2Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Seller and its Affiliates against Purchaser, (1) Parent shall pay the Guarantor under the Guaranty, the parties to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such paymentDebt Commitment Letters, the Company commences other Debt Financing Sources and any of their respective, direct or indirect, former, current or future general or limited partners, managers, officers, directors, employees, representatives, agents, successors and assigns (“Purchaser Related Parties”) for any loss suffered as a Proceeding with results result of any breach of any representation, warranty, covenant or agreement in a judgment of all this Agreement, the transactions contemplated hereby, the Guaranty or a portion the Debt Commitment Letters, and upon such Specified Termination and receipt of the Reverse Termination Fee, Parent none of the Purchaser Related Parties shall pay have any further liability or obligation relating to or arising out of this Agreement, the Company’s costs transactions contemplated hereby, the Guaranty, the Debt Commitment Letters, the Debt Financing or any Alternative Financing (except that the applicable Purchaser Related Parties shall remain obligated for, and expenses (including attorney’s fees Purchaser and expenses its Subsidiaries may be entitled to remedies with respect to, any breach of enforcementthe Confidentiality Agreement, whether in equity or at law, in contract, in tort or otherwise. For the avoidance of doubt, nothing in this Section 9.4(c) in connection with such Proceedingshall limit any remedies of Seller for specific performance under Section 11.13.

Reverse Termination Fee. (a) If Parent shall pay to the Company a termination fee of $3,000,000 in immediately available funds in the event that this Agreement is terminated by (i) by either Parent or the Company pursuant to Section 9.1(a)(iii8.1(b) as and either the Financing or the Alternative Financing shall not have been consummated, unless either (A) the failure to consummate the Financing or the Alternative Financing was not the principal cause of the failure of the Merger to occur, or (B) the failure to consummate the Financing or the Alternative Financing was caused by a result breach by the Company of a Restraint arising under an antitrustany of its representations, competitionwarranties, fair trade covenants or similar Applicable Lawagreements set forth in this Agreement, (ii) by the Company pursuant to Section 8.1(i), or (iii) by Parent pursuant to Section 8.1(j). Payment of the full amount described in this Section 8.2(c) shall be the sole and exclusive remedy of the Company for termination of this Agreement, unless (i) this Agreement is terminated either (A) by Parent or Company pursuant Section 8.1(b), or (B) by the Parent pursuant to Section 8.1(j), (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 consummate the Financing or the Alternative Financing was not the principal cause of the failure of the Merger to occur, and (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and at or prior to the time of such termination all has not rejected payment of the conditions to amount described in this Section 8.2(c) on or before the obligations of Parent to consummate the Closing set forth in third (3rd) Business Day after delivery thereof. All payments under this Section 8.1(a8.2(c) and Section 8.2 shall have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (B), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination), then Parent shall pay to the Company a fee of Eight Hundred Million ($800,000,000) (the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such termination, made by wire transfer of immediately available funds to an account designated in writing by the Company). (b) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the . Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 8.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebythat, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties Company would not enter into this Agreement; accordingly. Accordingly, if Parent fails promptly to timely pay any amount due to the Reverse Termination Fee when due other party pursuant to this Section 9.28.2 and, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences a Proceeding with suit that results in a judgment of against Parent for all or a any portion of the Reverse Termination Feeamounts set forth in this Section 8.2, Parent shall pay to the Company’s Company its costs and expenses (including attorney’s reasonable attorneys’ fees and expenses of enforcementexpenses) incurred in connection with such Proceedingsuit, together with interest on the aggregate amount of the fees and expenses at a rate equal to the prime rate reported in The Wall Street Journal on the date such payment was required to be made plus 2%.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by (i) either Parent or the Company pursuant to (x) Section 9.1(a)(iii7.1(b)(i) or (y) Section 7.1(b)(ii) or Section 7.1(b)(iii) as a result of a Restraint arising an Order issued under, or related to an action commenced under an antitrustor pursuant to, competition, fair trade or similar Applicable any Competition Law, and, in the case of either clause (iix) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and y), at or prior to the time of such valid termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) 6.1 and Section 8.2 shall have been satisfied or waived 6.2 (other than (A) the those conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, that by their nature, nature cannot be satisfied until the Closing, butprovided such conditions are then capable of being satisfied, in the case of this clause (B)) the condition in Section 6.1(a) or (C) the condition in Section 6.1(b) if such condition has not been satisfied as a result of an Order issued under, which conditions would be capable of satisfaction if the Closing were or related to occur on the date of termination)an action commenced under or pursuant to, any Competition Law) are satisfied, then Parent Buyer shall pay to the Company a fee of Eight Hundred Million ($800,000,000) (the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such terminationSellers, by wire transfer of immediately available same day funds to an account or accounts designated by Sellers, an aggregate amount equal to the Antitrust Reverse Termination Fee within three (3) Business Days of the date of such termination (it being understood that in writing by no event shall Buyer be required to pay the CompanyAntitrust Reverse Termination Fee more than once). (b) Notwithstanding anything to the contrary in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence)or otherwise, the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the circumstances in which the Antitrust Reverse Termination Fee is payable pursuant to Section 9.2(a7.3(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the right to enforce payment of such Reverse Termination Fee, together with thereof (and any amounts payable pursuant to the last three sentences of Section 7.10(d7.3(c)) and Section 9.2(c), against Buyer shall be the sole and exclusive remedy of Sellers and their respective Nonparty Affiliates against Buyer and any Financing Source, and any of their respective Nonparty Affiliates, in each case whether based on contract, tort or strict liability, by the Company Related Parties against enforcement of any assessment, by any Litigation, by virtue of any Law and whether by or through any attempted piercing of the Parent Related Parties corporate veil, by or through a claim by or on behalf of a party or another Person or otherwise, and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure upon payment of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Antitrust Reverse Termination Fee in accordance with this pursuant to Section 9.27.3(a) (and, together with if applicable, and any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c7.3(c)), and acceptance none of the Reverse Termination Fee and such amounts by the CompanyBuyer or any Financing Source, no Parent Related Parties or any of their respective Nonparty Affiliates, shall have any further liability Liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the Debt Financing Commitment or the transactions contemplated hereby; providedhereby or thereby. Notwithstanding anything to the contrary in this Agreement or otherwise, however, that, notwithstanding in no event will the foregoing Sellers or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall their Affiliates be entitled to pursueseek or receive damages as a remedy in respect of an alleged breach of Buyer’s obligations under Section 4.3, and Parent and Merger Sub shall be responsible for or in connection with any and all money damages (ortermination pursuant to Section 7.1(d) or Section 7.1(e) based on an alleged breach of Buyer’s obligations under Section 4.3, to that in the extent aggregate exceed the Reverse Termination Fee is received by amount of the Company, the excess, if any, of such money damages over such Reverse Antitrust Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub party acknowledges that (i) the agreements contained in this Section 9.2 7.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebythat, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the other parties would not enter into this Agreement; accordingly. Accordingly, if Parent Buyer fails promptly to timely pay the Antitrust Reverse Termination Fee when due pursuant to this Section 9.27.3(a) and, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences Sellers commence a Proceeding with suit that results in a judgment of all or a portion against Buyer for the amount of the Antitrust Reverse Termination Fee, Parent Buyer shall pay to Sellers, together with the Company’s Antitrust Reverse Termination Fee, (i) interest on the Antitrust Reverse Termination Fee at an annual rate equal to the Interest Rate, from the date the Antitrust Reverse Termination Fee was required to be paid pursuant to Section 7.3(a), and (ii) Sellers’ costs and expenses (including attorney’s fees and expenses of enforcementreasonable attorneys’ fees) incurred in connection with such Proceedingsuit.

Reverse Termination Fee. (a) If this Agreement is terminated by validly terminated: (i) either Parent or the Company by Seller pursuant to Section 9.1(a)(iii) as a result of a Restraint arising under an antitrust, competition, fair trade or similar Applicable Law, 9.1(c); (ii) the Company by Seller pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or 9.1(e); (iii) either Parent or the Company by Seller pursuant to Section 9.1(a)(ii9.1(f); (iv) and by Seller pursuant to Section 9.1(g); (v) by Purchaser or Seller pursuant to Section 9.1(b)(i) at or prior to the a time of such termination when all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot can only be satisfied until or waived at the Closing, but, in the case of this clause (B), but which conditions would be capable of satisfaction being satisfied if the Closing Date were to occur on the date of such termination); or (vi) by Purchaser or Seller pursuant to (A) Section 9.1(b)(ii)(x) if the applicable Governmental Entity is a Chinese entity or the applicable Law or Order relates to any of the regulatory approvals set forth in Section 8.1(b) or (B) Section 9.1(b)(ii)(y) (other than with respect to approvals required for the satisfaction of the condition set forth in Section 8.1(a)). (each of (i) through (vi), a “Specified Termination”) then Parent (a) in each case of (i) through (vi), Purchaser shall instruct the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement, to pay to Seller within two (2) Business Days of termination, to an account designated by Seller under the Company a fee Escrow Agreement, in immediately available funds, (x) the Escrow Amount of Eight Hundred Million $600,000,000, or (y) if such Specified Termination occurs prior to the Restructuring Phase I Completion Date, $800,000,000500,000,000) (subclauses (x) or (y), as applicable, the “Reverse Termination Fee”) and (which fee b) in the case of a Specified Termination pursuant to (iv), Purchaser shall be payable also pay any shortfall between the Reverse Termination Fee and the amount that has been deposited with the Escrow Agent, within two (2) Business Days after written notice of such termination, by wire transfer of immediately available funds to an account designated in writing by the Company). (b) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub Party acknowledges that (i) the agreements contained in this Section 9.2 9.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Party would not enter into this Agreement, (ii) . The Parties acknowledge that the Reverse Termination Fee is shall not constitute a penalty, penalty but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates Seller in the circumstances in which such fee the Reverse Termination Fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebySale, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, precision. The Parties acknowledge that the parties would not enter into this Agreement; accordingly, if Parent fails right of Seller to timely pay receive the Reverse Termination Fee when due shall not limit or otherwise affect the Seller’s right to specific performance as provided in Section 11.13 or the Parties’ respective rights as set forth in Section 9.3. In no event, however, shall the Seller be entitled to receive both effective specific performance actually resulting in the Closing and the Reverse Termination Fee. (c) In any circumstance in which the Seller effects a Specified Termination and receives the Reverse Termination Fee in full pursuant to Section 9.4(a), except for the Seller Reimbursable Expenses and as provided in Section 9.5(a), Seller’s termination of this Section 9.2Agreement and receipt of the Reverse Termination Fee shall be the sole and exclusive remedy of Seller and its Affiliates against Purchaser, (1) Parent shall pay the Guarantor under the Guaranty, the parties to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such paymentDebt Commitment Letters, the Company commences other Debt Financing Sources and any of their respective, direct or indirect, former, current or future general or limited partners, managers, officers, directors, employees, representatives, agents, successors and assigns (“Purchaser Related Parties”) for any loss suffered as a Proceeding with results result of any breach of any representation, warranty, covenant or agreement in a judgment of all this Agreement, the transactions contemplated hereby, the Guaranty or a portion the Debt Commitment Letters, and upon such Specified Termination and receipt of the Reverse Termination Fee, Parent none of the Purchaser Related Parties shall pay have any further liability or obligation relating to or arising out of this Agreement, the Company’s costs transactions contemplated hereby, the Guaranty, the Debt Commitment Letters, the Debt Financing or any Alternative Financing (except that the applicable Purchaser Related Parties shall remain obligated for, and expenses (including attorney’s fees Purchaser and expenses its Subsidiaries may be entitled to remedies with respect to, any breach of enforcementthe Confidentiality Agreement, whether in equity or at law, in contract, in tort or otherwise. For the avoidance of doubt, nothing in this Section 9.4(c) in connection with such Proceedingshall limit any remedies of Seller for specific performance under Section 11.13.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by (i) either Parent or the Company (i) pursuant to Section 9.1(a)(iii) as a result of a Restraint arising under an antitrust, competition, fair trade or similar Applicable Law, (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii9.1(d) and at or prior to the time of such termination all termination, one or more of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a7.5 (to the extent related to any applicable Antitrust Law), Section 7.6, Section 8.4 (to the extent related to any applicable Antitrust Law) or Section 8.5 have not been satisfied or waived, but all other conditions to Closing set forth in Article 7 and Section 8.2 shall Article 8 have been satisfied or waived (other than (A) the except for those conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, that by their nature, cannot nature are to be satisfied until at the Closing, but, in the case of this clause Closing (B), which so long as such conditions would be are capable of satisfaction being satisfied if the Closing were to occur on such date)) or (ii) pursuant to Section 9.1(d) (to the date of terminationextent related to any applicable Antitrust Law), then Parent shall pay to the Company a fee of Eight Hundred Million ($800,000,000) (the “Reverse Termination Fee”) (which fee shall be payable promptly, but in any event within two (2) Business Days after written notice the date of such termination, Parent shall pay or cause to be paid to the Company (or, if instructed by the Company in writing, its designee) an amount in cash equal to $70,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account one or more accounts designated in writing by the CompanyCompany (or its designee), so long as a material breach by the Company of its obligations under this Agreement was not the primary cause of the failure of the transactions to be consummated by the Termination Date or of the entry of such injunction or other order, as applicable. The Company shall have the right to assign its right to receive the Termination Fee to one or more Persons in its sole discretion. (b) Notwithstanding anything in this Agreement to the contrary (but subject to The Parties acknowledge and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees agree that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 9.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not otherwise enter into this Agreement; accordingly, if Parent fails to pay the Termination Fee pursuant to Section 9.3(a) on or prior to the date such amounts are due hereunder, and, in order to obtain such payment, the Company commences an Action that results in a final, nonappealable judgment against Parent for the payment of the Termination Fee pursuant to Section 9.3(a), Parent shall pay, or cause to be paid, to the Company interest on such amount at an annual rate equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the date such amounts were originally due hereunder which shall accrue from such date through the date such payment is actually delivered to the Company or its designee, and the costs and expenses (including reasonable attorneys’ fees and expenses incurred by the Company in connection with such action or proceeding) (collectively, “Interest”). (c) Other than in connection with the enforcement of the Confidentiality Agreement, following any termination of this Agreement in accordance with its terms, in the event that Parent is required to pay the Termination Fee pursuant to Section 9.3(a) and Parent timely pays the full Termination Fee together with any Interest, if applicable, payment of such fee and the Company’s right to enforce its rights under the Financing Cooperation Obligations shall be the sole and exclusive remedy of the Company and its Affiliates against Parent, Merger Sub and any of their respective former, current and future Affiliates, representatives, shareholders, members, managers, partners, successors and assigns and the Debt Financing Related Parties for any losses, damages or liabilities suffered or incurred as a result of or under this Agreement or the transactions contemplated by this Agreement, including the failure of the Closing to occur. (d) The Parties acknowledge and agree that (i) in no event shall Parent be required to pay, or cause to be paid, the Termination Fee on more than one occasion and (ii) any payment of the Reverse Termination Fee (together with Interest, if applicable), as applicable, described in this Section 9.3 is not a penalty, penalty but is liquidated damages, damages in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyby this Agreement, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of the Reverse Termination Fee, Parent shall pay the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceedingprecision.

Reverse Termination Fee. (ai) If In the event that this Agreement is terminated by (i) either Parent or the Company pursuant to Section 9.1(a)(iii11.1(a)(ii) as a result of a Restraint arising under an antitrust, competition, fair trade or similar Applicable Law, (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and at or prior to the time of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (B), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination)Financing Termination, then Parent the Buyer shall pay to the Company a fee of Eight Hundred Million ($800,000,000) 25,200,000 (the “Reverse Termination Fee”) to the Company as promptly as reasonably practicable (which fee shall be payable and, in any event, within two five (25) Business Days after written notice of following such termination, ) by wire transfer of immediately available funds to an account designated in writing by same day funds. In no event shall the Company). (b) Notwithstanding anything in this Agreement Company be entitled to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees Reverse Termination Fee on more than one occasion. The Parties agree that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) a liquidated damage and not a penalty and the payment of the Reverse Termination Fee in the circumstances specified herein is paid supported by due and sufficient consideration. (ii) The Company’s right to the Company pursuant to Section 9.2 and accepted by the Company, (i) the receive payment of such the Reverse Termination Fee, together with any amounts payable pursuant to Fee from the last three sentences of Section 7.10(d) and Section 9.2(c), Buyer shall be the sole and exclusive remedy of the Company Related Parties Company, the Sellers, the Sellers’ Representative and their Affiliates against the Parent Related Parties and (ii) in no event will Buyer, the Company Related Parties be entitled to recover any other money damages Debt Financing Sources or any other remedy based on a claim in law of the Buyer’s or equity with respect to (A) any Debt Financing Source’s former, current or future directors, officers, employees, agents, stockholders, representatives, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, representative, Affiliate or assignee of any of the foregoing for any loss or damage suffered as a result of any the failure of the Merger transactions contemplated hereby to be consummated, (B) any consummated or for a breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or perform under this Agreement and the transactions contemplated by this Agreement, or otherwise and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of such amount, none of the Reverse Termination Fee in accordance with this Section 9.2Buyer, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties Debt Financing Sources or their respective Affiliates shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated herebyby this Agreement; providedprovided that nothing in this Section 11.2(b)(ii) shall limit the right of the Company (x) to bring or maintain any claim, howeveraction or proceeding for injunction, that, notwithstanding the foregoing specific performance or any other provision of this Agreement equitable relief to the contraryextent provided in Section 12.9, irrespective of whether unless the Company has terminated the Agreement pursuant to Section 11.1(a)(ii) and the Reverse Termination Fee has been paidpaid in accordance with Section 11.3(b)(i), or (y) to bring or maintain any claim, action or proceeding against the Company shall be entitled or any of its Affiliates arising out of a breach of the Confidentiality Agreement. (iii) In the event that this Agreement is terminated by the Company pursuant to pursue, and Parent and Merger Sub shall be responsible Section 11.1(a)(ii) for any and all money damages (orreason other than a Financing Termination, then in lieu of any other remedies available to the extent Sellers, Sellers may elect to be paid the Reverse Termination Fee is received by the Company, the excess, if any, providing notice in writing to Buyer within five (5) business days of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating termination of its election to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of receive the Reverse Termination Fee. If Sellers so elect, Parent shall pay Sellers waive any and all other rights and remedies which Sellers may have as a result of the CompanyBuyer’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceedingdefault under this Agreement.

Reverse Termination Fee. (a) If this Agreement is terminated by (i) either Parent or the Company Sellers validly terminate this Agreement pursuant to Section 9.1(a)(iii7.1(c) as a result of a Restraint arising under an antitrustor Section 7.1(e), competition, fair trade or similar Applicable Law, and (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and at or prior to the such time of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a) 6.1 and Section 6.3 have been satisfied or (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other permitted by applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, butLaw, in the case of this clause the conditions set forth in Section 6.1) waived (B)other than those conditions that by their terms are to be satisfied at the Closing, which but subject to such conditions would be being capable of satisfaction if being satisfied at the Closing were to occur on the date of Closing) (such termination, a “Specified Termination”), then Parent shall Buyer will pay the Sellers (or their designee) an aggregate amount equal to the Company a fee of Eight Hundred Million ($800,000,000) 25,000,000 (the “Reverse Termination Fee”) (which fee shall be payable in immediately available funds within two (2) Business Days after written notice the date of such termination. Xxxxx agrees that, by wire transfer of immediately available funds to an account designated in writing by the Company). (b) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees that in the event that this Agreement is validly terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant as a Specified Termination, then, subject to Section 9.2(a7.3(e) below and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 absent actual (and accepted by the Companynot constructive) fraud, (iA) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy (whether in law, in contract, in tort or otherwise) of each Seller, the Company Related Parties against the Parent Related Parties Acquired Entities, and (ii) in no event will the Company Related Parties be entitled to recover any other money damages each of their respective Affiliates and Representatives or any other remedy based on a claim in law Person claiming by or equity with respect to (A) the loss suffered as a result of through any failure of the Merger to be consummated, (B) any breach foregoing persons arising out of, related to or failure to perform, any representation, warranty, agreement or obligation under in connection with this Agreement, (C) the termination of this Agreement and (D) any other lossesAncillary Agreements, damages, obligations or liabilities suffered as a result of or under this Agreement the Transactions and the transactions contemplated by this AgreementFinancing Commitments against Buyer, and, subject any Financing Source or any Debt Financing Source Related Person shall be to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of receive from Buyer the Reverse Termination Fee in accordance with and subject to the terms and conditions of this Section 9.27.3(a) along with if, together with applicable, any amounts payable Reverse Termination Fee Collection Amounts pursuant to the last three sentences sentence of Section 7.10(d7.3(b) and Section 9.2(c(the Reverse Termination Fee, along with any such Reverse Termination Fee Collection Amounts, the “Reverse Termination Payment Amounts”), and acceptance (B) other than the obligation of Buyer to pay the Reverse Termination Fee Payment Amounts as set forth above, Sellers shall not, shall cause their Affiliates not to, and such amounts by shall cause their Representatives acting on behalf of Sellers not to, assert in any Action, and Sellers hereby irrevocably waive (on behalf of themselves, their Affiliates and their Representatives acting on behalf of Sellers), any assertion or claim, for damages against any of the Company, no Parent Buyer Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided(other than Buyer Parent, however, that, notwithstanding the foregoing in accordance with Section 9.18) or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) Financing Source or Debt Financing Source Related Person arising out of, resulting from related to or relating to Parent’s or Merger Sub’s Intentional Breach of in connection with this Agreement, including Section 7.3 and, in any determination of such damagesthe Ancillary Agreements, the court shall be permitted to award Transactions and the Company and its stockholdersFinancing Commitments, if proven, their respective Benefit of the Bargain Damagesthis Agreement is terminated as a Specified Termination. (cb) Each of the Company, Parent Seller and Merger Sub Buyer acknowledges and agrees that (i) the agreements contained in this Section 9.2 7.3 are an integral part of this Agreement and the transactions contemplated Transactions, and (ii) in light of the difficulty of accurately determining actual damages with respect to the foregoing, upon any such termination of this Agreement and payment in full of the Reverse Termination Payment Amounts pursuant to Section 7.3, the right to such payment constitutes a reasonable estimate of the losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (and not a penalty) for any and all liabilities or losses of any kind, character or description suffered or incurred by the Sellers, the Acquired Entities and their respective Affiliates and Representatives in connection with this Agreement, the Ancillary Agreements, the Transactions and the Financing Commitments. Notwithstanding anything to the contrary set forth herein, the Sellers may simultaneously pursue the remedies permitted pursuant to Section 9.12(b)/Section 9.12 Remedies (iias defined below) along with the remedy of the payment of the Reverse Termination Fee (asserting solely in the alternative a claim for the Reverse Termination Fee following a Specified Termination in the event specific performance pursuant to Section 9.12(b) is not awarded). If the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall 7.3 and Buyer fails to pay such amount to the Company Sellers (or their designees) pursuant to the terms of this Section 7.3, then Buyer shall also be liable for (i) interest on the Reverse Termination Fee from the date such amount was originally required to be paid through the date of actual payment at the prime lending rate as published in the Wall Street Journal (Eastern Edition) in effect on the date such payment was required to be made through the date such payment was actually received of termination and (2ii) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of the Reverse Termination Fee, Parent shall pay the Company’s any reasonable out-of-pocket costs and expenses (including attorney’s fees and expenses of enforcementreasonable attorneys’ fees) incurred by the Sellers in connection with any Action to enforce the Sellers’ rights under this Section 7.3 that results in a Final Judgment against Buyer for such Proceedingamount (or any portion thereof) (any such payments, collectively, the “Reverse Termination Fee Collection Amounts”). (c) Notwithstanding anything to the contrary in this Agreement, unless and until the Closing occurs or this Agreement is terminated in accordance with Section 7.1 in a manner that is not a Specified Termination, if Buyer fails to effect the Closing when required pursuant to Section 2.3 or otherwise breaches this Agreement (including any intentional or willful breach), then the Sellers’, the Acquired Entities’ and each of their respective Affiliates’ and Representatives’ sole and exclusive remedy (regardless of Theory of Liability asserted) in respect of this Agreement, the Ancillary Agreements, the Transactions and the Financing Commitments shall, except as set forth in Section 7.3(e) and absent actual (and not constructive) fraud, be either (i) an order of specific performance of Buyer’s obligation to cause the Equity Financing to be funded and/or to consummate the Closing in accordance with, pursuant to, subject to and only to the extent expressly permitted by the terms and conditions of Section 9.12(b), and/or any other injunctive relief or specific performance available pursuant to Section 9.12 (such remedies pursuant to this clause (i) the “Section 9.12(b)/Section 9.12 Remedies”), or (ii) to terminate this Agreement in accordance with Section 7.1(c) or Section 7.1(e) and collect, if available pursuant to the terms of this Agreement, the Reverse Termination Payment Amounts from Buyer, and, upon payment of such Reverse Termination Payment Amounts by Buyer, (1) Buyer shall have no further liability or obligation of any kind relating to or arising out of (including as a result of any breach of any representation, warranty, covenant or agreement relating to or arising out of, or the termination of) this Agreement, the Ancillary Agreements, the Transactions or the Financing Commitments, (2) each Seller shall cause any Action pending in connection with this Agreement, the Ancillary Agreements, the Transactions or the Financing Commitments, to the extent maintained by a Seller or one of its Affiliates, or any Representatives of Sellers acting on behalf of Sellers, against Buyer, to be dismissed with prejudice promptly following the payment of all such Reverse Termination Payment Amounts, and (3) each Seller shall not, and shall cause its Affiliates, and Representatives acting on behalf of Sellers, not to, initiate any Action in connection with this Agreement, the Ancillary Agreements, the Transactions or the Financing Commitments. For purposes hereof, “Theory of Liability” shall mean any Actions (in each case, whether in contract or in tort, at Law or in equity, or pursuant to Law) that are based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to, this Agreement, the Ancillary Agreements, the Transactions or the Financing Commitments, or the negotiation, execution, performance, termination or breach (whether intentional, willful, negligent or otherwise) of this Agreement, the Ancillary Agreements or the Financing Commitments, including any representation or warranty made in, in connection with, or as an inducement to enter into, any of the foregoing and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise.

Reverse Termination Fee. (ai) If In the event that this Agreement is terminated terminated: (A) by (i) either Parent or the Company pursuant to Section 9.1(a)(iii8.1(d)(i) as (if at the time of such termination there is no state of facts or circumstances (other than a result state of facts or circumstances caused by or arising out of a Restraint arising under an antitrustbreach of Holdings’ and Merger Sub’s representations, competitionwarranties, fair trade covenants or similar Applicable Law, other agreements set forth in this Agreement) that would reasonably be expected to cause the conditions set forth in Section 7.1 and Section 7.2 not to be satisfied on or prior to the Termination Date); (iiB) by the Company pursuant to Section 9.1(a)(iv8.1(d)(ii); or (C) as a result of Parent’s breach by the Company or Holdings pursuant to (x) Section 8.1(c) for the failure to perform its obligations satisfy the conditions set forth in Section 7.1(b), Section 7.1(c) or Section 7.2(d) (subject to the right of Holdings to waive the condition set forth in Section 7.2(d)) due to the failure to receive any required consent or clearance under Section 7.3 applicable Antitrust Laws from a Governmental Entity of competent jurisdiction or any action by any Governmental Entity of competent jurisdiction to prevent the Merger for antitrust reasons or (iiiy) either Parent Section 8.1(b) due to the denial of any approval required under applicable Antitrust Laws or the Company pursuant to Section 9.1(a)(iitaking of any other action by any antitrust or competition Governmental Entity of competent jurisdiction if, in each of clauses (x) and (y), at or prior to the time of such termination all of the other conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) Sections 7.1 and Section 8.2 shall have been satisfied or waived 7.2 (other than (A) the those conditions set forth in Section 8.1(a) (to the extent such Restraint arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, that by their nature, cannot terms are to be satisfied until at the ClosingClosing but which conditions would be satisfied if the Closing Date were the date of such termination) have been satisfied, but, then in the case of this clause a termination under the circumstances described in clauses (A), (B)) or (C) above, which conditions would be capable of satisfaction if the Closing were to occur on the date of termination), then Parent shall pay to the Company a fee of Eight Hundred Million ($800,000,000) 1,000,000,000 (the “Reverse Termination Fee”) to, or as directed by, the Company, as promptly as reasonably practicable (which fee shall be payable and, in any event, within two (2) Business Days after written notice of business days following such termination, ) by wire transfer of immediately available funds to an account designated in writing by the Company). (b) Notwithstanding anything in this Agreement to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), same day funds. In no event shall the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and be entitled to the Reverse Termination Fee is payable pursuant on more than one occasion. (ii) The Company’s right to Section 9.2(a) and receive payment of the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), from Parent shall be the sole and exclusive remedy of the Company Related Parties and its affiliates against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages Parent, Holdings, Merger Sub or any other remedy based on a claim in law of their respective former, current or equity with respect to future directors, officers, employees, agents, stockholders, representatives, affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, representative, affiliate or assignee of any of the foregoing (Acollectively, the “Related Persons”) the for any loss or damage suffered as a result of any the failure of the Merger to be consummated, (B) any consummated or for a breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or perform under this Agreement or otherwise and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2such amount, together with none of Parent, Holdings, Merger Sub or any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent their respective Related Parties Persons shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of by this Agreement (except that Holdings shall also be obligated with respect to Section 6.4(b) and Parent shall also be obligated with respect to the penultimate sentence of Section 6.10(b), Section 6.11(d) and the second sentence of Section 8.2(d)). (iii) Notwithstanding anything herein to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (oragrees that, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money it has incurred losses or damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of in connection with this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained maximum aggregate liability of Parent, Holdings and Merger Sub for such losses or damages shall not exceed the Liability Limitation (as defined below), provided that the sole obligations of Parent under and in respect of this Section 9.2 are an integral part of Agreement and the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise hereby shall be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall pay limited to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such express payment was required and/or indemnification obligations of Parent to be made through the date such payment was actually received and (2A) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of pay the Reverse Termination Fee, if required, from Parent pursuant to Section 8.2(c)(i), (B) reimburse amounts or provide indemnification pursuant to the penultimate sentence of Section 6.10(b) or Section 6.11(d) and (C) reimburse amounts due from Parent pursuant to the second sentence of Section 8.2(d) (such payment and indemnification obligations, collectively, the “Parent Obligations”), (ii) in no event shall pay the Company’s costs and expenses (Company or any of its affiliates seek to recover any money damages or any other recovery, judgment or damages of any kind, including attorney’s fees and expenses of enforcement) rescissory, consequential, indirect, or punitive damages, in connection with such Proceedingthis Agreement or the transactions contemplated hereby against Parent (other than for satisfaction of the Parent Obligations) or against, individually or in the aggregate, Parent, Holdings or Merger Sub in excess of the Liability Limitation and (iii) in no event shall the Company or any of its affiliates seek to recover any money damages or any other recovery, judgment or damages of any kind, including rescissory, consequential, indirect, or punitive damages, in connection with this Agreement or the transactions contemplated hereby against any of Parent’s, Holdings’ or Merger Sub’s respective Related Persons.

Reverse Termination Fee. (a) If Notwithstanding the provisions of Section 8.2, if this Agreement is validly terminated by (i) either Parent Sellers’ Representative or the Company Buyers pursuant to Section 9.1(a)(iii8.1(b) as a result of a Restraint arising under an antitrustor Section 8.1(c), competition, fair trade or similar Applicable Law, (ii) the Company by Sellers’ Representative pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii8.1(e) and at or prior to the time of such termination (i) all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a7.1(d) and Section 8.2 shall 7.2(d) (other than if the applicable Order, injunction or other legal restraint or prohibition issued by a Court or Governmental Authority of competent jurisdiction is in respect of the HSR Act or any other applicable antitrust or competition Law) and Section 7.2 (except for those conditions that by their nature are to be satisfied at the Closing but which conditions would be reasonably capable of being satisfied or waived at Closing) have been satisfied or waived and (other than (Aii) the conditions condition to the Closing set forth in Section 8.1(a7.1(e) and Section 7.2(e) has not been satisfied, then Buyers shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within five (5) Business Days after Buyers’ receipt of written notice of termination pursuant to the extent such Restraint arises under the HSR ActSection 8.2, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) amount of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (B), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination), then Parent shall pay to the Company a fee of Eight Hundred Million ($800,000,000) 9,660,000 (the “Reverse Termination Fee”), it being understood that in no event shall Buyer be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events. (b) Notwithstanding the provisions of Section 8.2, if this Agreement is validly terminated by any Buyer pursuant to Section 8.1(d) and at the time of such termination all conditions to the Closing set forth in Section 7.1(d) and Section 7.2(d) (other than if the applicable Order, injunction or other legal restraint or prohibition issued by a Court or Governmental Authority of competent jurisdiction is in respect of the HSR Act or any other applicable antitrust or competition Law) and Section 7.1 (except for those conditions that by their nature are to be satisfied at the Closing and which fee shall conditions would be payable within two (2reasonably capable of being satisfied or waived at Closing) Business Days after written notice of such terminationhave been satisfied, then Sellers shall, jointly and severally pay by wire transfer of immediately available funds funds, to an account designated in writing by Buyers, within ten (10) Business Days after the Company). (b) Notwithstanding anything in this Agreement Sellers’ Representative’s receipt of written notice of termination pursuant to Section 8.2, an amount equal to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence)Reverse Termination Fee, the Company agrees it being understood that in the no event that this Agreement is terminated in accordance with Section 9.1 and shall Sellers be required to pay the Reverse Termination Fee is payable pursuant to Section 9.2(a) and on more than one occasion, whether or not the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts may be payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other more than one provision of this Agreement to at the contrary, irrespective same or at different times and the occurrence of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damagesdifferent events. (c) Each of the Company, Parent and Merger Sub Party acknowledges that (i) the agreements contained in this Section 9.2 8.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement, (ii) . The Parties acknowledge and agree that the Reverse Termination Fee is shall not constitute a penalty, penalty but is will be liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates Sellers in the circumstances in which such fee a Reverse Termination Fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions transaction contemplated herebyby this Agreement, which amount would otherwise be impossible to calculate with precision precision. The Parties acknowledge that nothing in this Section 8.3 shall limit any remedies of Buyers or Sellers prior to a termination of this Agreement, including the right to seek specific performance subject to, and in accordance with, the terms of Section 12.4, and that while Buyers and Sellers may pursue both a grant of specific performance under Section 12.4 and the payment of a Reverse Termination Fee under this Section 8.3, under no circumstances shall Buyers or Sellers be permitted or entitled to receive both (x) a grant of specific performance of Buyers’ or Sellers’ obligation, as applicable, to consummate the Closing as contemplated by this Agreement which results in such consummation and (iiiy) without these agreementsthe payment of all or any portion of the Reverse Termination Fee in connection with any termination of this Agreement. (d) In any circumstance in which Sellers have the right to receive a Reverse Termination Fee pursuant to this Section 8.3 that does not involve Fraud or a material breach or failure to perform by Buyers that is the consequence of an act or omission of Buyers, with the Buyers’ knowledge that the taking of, or failure to take, such act would, or would be reasonably expected to, cause a material breach of this Agreement, Sellers’ termination of this Agreement and receipt of such Reverse Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Buyers and their Affiliates for any loss or liability suffered as a result of or in connection with any breach of any representation, warranty, covenant or agreement in this Agreement, the parties would not enter into transactions contemplated hereby, and upon such termination by Sellers and receipt of the Reverse Termination Fee, none of Buyers or their Affiliates shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby (except that Buyers or their Affiliates shall remain obligated for, and Buyers may be entitled to remedies with respect to, any breach of the Confidentiality Agreement, whether in equity or at law, in contract, in tort or otherwise); accordinglyprovided, if Parent however, that in the event that this Agreement is terminated and a Reverse Termination Fee is paid or payable under this Section 8.3. (e) If any party fails to timely promptly pay the Reverse Termination Fee when due pursuant to this Section 9.28.3, such party shall also pay any costs and expenses (1including reasonable legal fees and expenses) Parent shall pay incurred by any member of the party and their Affiliates in connection with a legal action to the Company interest on enforce this Agreement that results in a judgment for such amount against the party that promptly fails to pay the Reverse Termination Fee. Any amount not paid when due pursuant to this Section 8.3(e) shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in the The Wall Street Journal Journal, Eastern Edition in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain of such payment, the Company commences a Proceeding with results in a judgment of all or a portion of the Reverse Termination Fee, Parent shall pay the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceeding.

Reverse Termination Fee. (ai) If this Agreement is terminated (A) by (i) either Parent Buyers or the Company Sellers pursuant to Section 9.1(a)(iii6.1(b) as a result of the failure to satisfy the conditions set forth in Section 5.1(b) or Section 5.1(c), (B) by Buyers or the Sellers pursuant to Section 6.1(c) or (C) by Buyers or Sellers pursuant to Section 6.1(d) as a result of a Restraint arising Final Regulatory Action in respect of approvals required under an antitrustthe HSR Act to consummate the transaction contemplated by this Agreement or a Gaming Approval and, competition, fair trade or similar Applicable Law, in the case of clauses (iiA) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and B), at or prior to the time of such termination all of termination, the conditions condition to the obligations of Parent to consummate the Closing set forth in Section 8.1(a5.1(a) and (unless Section 8.2 shall 5.1(a) has not been satisfied due to an injunction or other order that has been entered in respect of the approvals required under the HSR Act or a Gaming Approval) has been satisfied and, in the case of clauses (A), (B) or (C), at the time of such termination, the conditions to Closing set forth in Section 5.2 (in each case, other than such conditions that by their nature are to be satisfied at the Closing or are conditioned on the Closing occurring) have been satisfied or waived waived, Buyers shall pay to the Sellers the Reverse Termination Fee, it being understood that in no event shall Buyers be required to pay the Reverse Termination Fee on more than one occasion; provided, however, that Buyers shall not be obligated to pay the Reverse Termination Fee to Sellers, or otherwise have any liability to the Sellers as a result of the termination of this Agreement, if (other than x) the Buyers are not otherwise in material breach of their obligations under Section 4.4 and (Ay) the transactions contemplated by this Agreement are not consummated by the Outside Date due to a failure to satisfy the conditions set forth in Section 8.1(a5.1(b) (to and/or Section 5.1(c) that is primarily caused by the extent such Restraint arises under the HSR Act, the EU Merger Regulation failure of Sellers or Caesars or any other applicable foreignof Sellers’ or Caesars’ Affiliates, federalincluding Parent or any Subsidiary or Affiliate of Parent, state to receive any regulatory or supranational antitrust, competition, fair trade governmental approvals or similar Applicable Laws under approvals of a jurisdiction specified Governmental Entity necessary to consummate Parent’s proposed combination with Caesars (each such circumstance in Section 8.1(b) of which Buyers are not obligated to pay the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (B), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination), then Parent shall pay to the Company a fee of Eight Hundred Million ($800,000,000) (the “Reverse Termination Fee, a “Buyer Expense Reimbursement Event”). (ii) (which fee Payment of the Reverse Termination Fee, if applicable, shall be payable within two (2) Business Days after written notice of such termination, made by wire transfer of immediately available same day funds to an the account or accounts designated in writing by the Company). (b) Notwithstanding anything in this Agreement to the contrary (Sellers promptly, but subject to and without limitation of Section 10.12 and the proviso to this sentence), the Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will later than five Business Days after the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, date of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges termination. The parties acknowledge that (i) the agreements contained in this Section 9.2 6.2(c) are an integral part of the transactions contemplated by this Agreement, (iithat the payment to the Sellers of the Reverse Termination Fee pursuant to this Section 6.2(c) shall constitute liquidated damages in full settlement of any damages of any kind or nature that the Sellers or the Companies may suffer or allege as a result of a termination of this Agreement in the circumstances where the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, it being understood that the amount of liquidated damages represents the parties’ reasonable estimate of actual damages and does not constitute a penalty and that the Sellers and the Companies and their Affiliates shall be precluded from exercising any other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into right or remedy available under this Agreement; accordingly, if Parent fails applicable Law or otherwise. If Buyers fail to timely pay the Reverse Termination Fee when any amounts due pursuant to this Section 9.26.2(c) by the due date set forth herein, (1) Parent and, in order to obtain such payment, Seller commences a suit that results in a final and non-appealable judgment against Buyers for the amounts set forth in this Section 6.2(c), Buyers shall pay to the Company Sellers their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 6.2(c) from the date such amount payment was required to be made until the date of payment at the prime lending rate as published in the The Wall Street Journal in effect on the date such payment was required to be made through made. (iii) Any amount payable pursuant to Section 6.2(c) will be payable only one time and, subject to the date such payment was actually received last sentence of this Section 6.2(c)(iii), in a circumstance where the Reverse Termination Fee is payable and (2) in order to obtain such paymentpaid, will constitute the sole and exclusive remedy of Sellers, the Company commences Companies and their respective members and Affiliates for all Losses of such Persons in connection with any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the termination of this Agreement, except in the case of a Proceeding with results claim arising out of fraud or Willful Breach. Notwithstanding anything herein to the contrary, Buyers acknowledge that the right of the Sellers to receive the Reverse Termination Fee shall not limit or otherwise affect the Sellers’ right to specific performance as provided in Section 8.3 and that the Sellers may pursue both a judgment grant of all or a portion specific performance under Section 8.3 and the payment of the Reverse Termination Fee under this Section 6.2; provided that the Sellers shall not be permitted or entitled to receive both a grant of specific performance to cause the Closing to occur and the Reverse Termination Fee, Parent shall pay the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceeding.

Reverse Termination Fee. (a) If In the event that this Agreement is validly terminated by (iA) either Parent or the Company Seller pursuant to Section 9.1(a)(iii8.1(e) as a result of a Restraint arising under an antitrust, competition, fair trade or similar Applicable LawSection 8.1(f), (iiB) the Company Buyer or Seller pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 8.1(b), or (iiiC) either Parent Buyer or the Company Seller pursuant to Section 9.1(a)(ii8.1(c) and at or prior (to the time extent such Law or Order arises under the Antitrust Laws) and, in the case of clauses (B) or (C), on the date of such termination all of the conditions to the obligations of Parent to consummate the Closing closing set forth in Section 8.1(a7.1(b) and Section 8.2 7.2 shall have been satisfied or waived (waived, other than (A1) in the conditions set forth in case of Section 8.1(a) (7.1(b), to the extent such Restraint Law or Order arises under the HSR Act, the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Antitrust Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B2) those other conditions that, that by their nature, cannot nature are to be satisfied until at the Closing, but, Closing (which in the case of this clause (B), which conditions 2) would be capable of satisfaction satisfied if the Closing Date were to occur on the date of such termination) (each of the foregoing a “Reverse Termination Fee Trigger”), then Parent Buyer shall promptly pay or cause to be paid (but in no event later than three (3) Business Days after the Company a fee date of Eight Hundred Million (such termination) an aggregate cash amount equal to $800,000,000) 40,000,000 (the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such termination, to Seller by wire transfer of immediately available funds in U.S. dollars; provided that Seller shall not be entitled to an account designated in writing by receive the Company). (b) Notwithstanding anything in this Agreement Reverse Termination Fee pursuant to the contrary foregoing clauses (but subject to and without limitation B) or (C) in the event Seller at the time of such termination has not complied with its obligations under Section 10.12 and 5.6 in all material respects. Notwithstanding the proviso to this sentence)foregoing, the Company agrees that in the event that this Agreement is validly terminated in accordance with by Seller pursuant to Section 9.1 8.1(f) due to Buyer’s failure to consummate the Closing and the failure of the Sponsor to the fund the Equity Financing was the proximate cause of Buyer’s failure to consummate the Closing, the Reverse Termination Fee is payable pursuant shall be an aggregate cash amount equal to Section 9.2(a) and $45,000,000. Each of Buyer acknowledges that the Reverse Termination Fee is paid agreement to pay the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Fee, together with any amounts as applicable, as and when payable pursuant to the last three sentences of this Section 7.10(d) and Section 9.2(c), shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties and (ii) in no event will the Company Related Parties be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (A) the loss suffered as a result of any failure of the Merger 8.3 is not intended to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C) the termination of this Agreement and (D) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but rather is liquidated damages, damages in a reasonable amount that will compensate the Company and its Affiliates party receiving such amount in the circumstances in which such fee amount is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) due and subject to and without limitation of Section 10.12payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordinglyprecision. Accordingly, if Parent Buyer fails to timely promptly pay any amount due pursuant to this Section 8.3, Buyer shall also pay any documented out-of-pocket costs, fees and expenses incurred by any Seller and its Affiliates (including reasonable legal fees and expenses) up to an amount equal to $1,500,000 (the Reverse Termination Fee “Enforcement Costs”) in connection with a legal action to enforce this Agreement that results in a judgment for such amount against Buyer. Any amount not paid when due pursuant to this Section 9.2, (1) Parent 8.3 shall pay to the Company accrue interest on such amount at the prime lending rate prevailing during such period as published in the The Wall Street Journal in effect and shall be calculated on a daily basis from the date such payment was amounts were required to be made through paid until (but excluding) the date such payment was actually received and (2) in order to obtain such of actual payment, and on the Company commences basis of a Proceeding with 360-day year. The Parties agree and understand that in no event shall Buyer be required to pay the Reverse Termination Fee on more than one occasion and under no circumstances shall the Seller be permitted or entitled to receive both a grant of specific performance that results in a judgment of all or a Closing and any portion of the Reverse Termination FeeFee or other monetary damages. Notwithstanding anything to the contrary in this Agreement, Parent except in the case of a Willful Breach or Fraud by Buyer (subject to the last two sentences of this Section 8.3), if Seller receives the Reverse Termination Fee from Buyer pursuant to this Section 8.3, such payment, together with any interest, costs, fees or expenses due pursuant to this Section 8.3 and any amounts payable by Buyer pursuant to Section 5.20(f), shall pay be the Companysole and exclusive remedy of Seller against Buyer and its Affiliates or any Debt Financing Source and none of the Buyer or any of its Affiliates or any Debt Financing Source shall have any further liability or obligation relating to or arising out of this Agreement or any Ancillary Agreement. In the event that this Agreement is terminated by Seller pursuant to a Reverse Termination Fee Trigger except in the case of a Willful Breach or Fraud by Buyer (subject to the last two sentences of this Section 8.3), Seller’s costs right to receive payment of the Reverse Termination Fee (and expenses (including attorney’s fees any Enforcement Costs, if applicable) in the circumstances in which it is payable pursuant to this Section 8.3, in any case, shall be the sole and expenses of enforcement) exclusive remedy for any and all losses suffered or incurred by Seller or its Affiliates in connection with this Agreement (and the actual or purported termination hereof) and the Ancillary Agreements, the Debt Commitment Letter, the Debt Financing, the failure of the Closing to occur or any other transactions contemplated hereby or thereby (or the abandonment thereof), or any matter forming the basis for such Proceedingtermination. In the event that this Agreement is terminated by Seller pursuant to a Reverse Termination Fee Trigger, except in the case of a Willful Breach or Fraud by Buyer (subject to the last two sentences of this Section 8.3), neither Buyer nor any its Affiliates shall have any liability to Seller or its Affiliates (including the Acquired Group Companies), and Seller and its Affiliates (including the Acquired Group Companies) shall not have (and hereby agree not to initiate, pursue, or otherwise participate in (whether directly or indirectly)) any rights or actions (whether at Law or equity, in contract, in tort or otherwise)) against Buyer or its Affiliates, in each case, with respect to this Agreement, the Ancillary Agreements, the Debt Commitment Letter, the Debt Financing, the failure of the Closing to occur or any other transactions contemplated hereunder or thereunder (or the abandonment thereof) or any matter forming the basis for such termination, other than (i) the obligation of Buyer to pay, or cause to be paid, the Reverse Termination Fee (and any Enforcement Costs, if applicable) in the event that the Reverse Termination Fee is payable pursuant to this Section 8.3 and (ii) any amounts payable by Buyer pursuant to Section 5.20(f). Notwithstanding anything in this Agreement to the contrary, in no event shall Seller be entitled to receive both the Reverse Termination Fee and any Enforcement Costs, on the one hand, and an award of monetary damages, on the other hand, and prior to commencing any Legal Proceeding to enforce its rights under this Agreement in connection with a termination pursuant to a Reverse Termination Fee Trigger, Seller shall be required to elect, and thereafter shall have its recovery limited for all purposes hereunder, to seek either the Reverse Termination Fee and any Enforcement Costs, on the one hand, or an award of monetary damages, on the other hand (and never either or both). Notwithstanding anything in this Agreement to the contrary, in no event shall Buyer be deemed to be in Willful Breach to the extent the unavailability of the Debt Financing or any Alternative Debt Financing to be funded at the Closing shall have resulted in Buyer’s breach of this Agreement so long as Buyer is not otherwise in breach of this Agreement.

Reverse Termination Fee. (ai) If this Agreement is terminated by (i) either Parent Acquiror or the Company pursuant to Section 9.1(a)(iii) 10.01(b)(iv), then Acquiror shall pay to the Company in immediately available funds US$25,000,000, in the case of a termination by the Company, within one Business Day after such termination and, in the case of a termination by Acquiror, immediately before and as a result condition to such termination; provided that if (A) after the date of a Restraint arising under an antitrust, competition, fair trade or similar Applicable Law, (ii) the Company pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) this Agreement and at or prior to the time of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 termination, an Acquiror Acquisition Proposal shall have been satisfied publicly announced or waived (other than (A) the conditions set forth in Section 8.1(a) (otherwise been communicated to the extent such Restraint arises under the HSR Act, the EU Merger Regulation Board of Directors of Acquiror or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) its stockholders and (B) those other conditions thatwithin 12 months following the date of such termination, by their nature, cannot be satisfied until the Closing, but, in the case Acquiror shall have entered into a definitive agreement with respect to an Acquiror Acquisition Proposal or an Acquiror Acquisition Proposal shall have been consummated (provided that for purposes of this clause (B), which conditions would each reference to “20%” in the definition of Acquisition Proposal shall be capable of satisfaction if the Closing were deemed to occur on the date of terminationbe a reference to “50%”), then Parent Acquiror shall pay to the Company in immediately available funds, concurrently with the occurrence of the applicable event described in clause (B), an additional amount of US$25,000,000. (ii) If this Agreement is terminated by the Company pursuant to Section 10.01(d)(ii) or 10.01(d)(iv), then Acquiror shall pay to the Company in immediately available funds US$50,000,000 within one Business Day after such termination. (iii) If (A) this Agreement is terminated by Acquiror or the Company pursuant to Section 10.01(b)(i) (except in circumstances in which the Financing Reverse Termination Fee or the Specified Regulatory Condition Reverse Termination Fee is payable), (B) after the date of this Agreement and prior to such termination, an Acquiror Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors of Acquiror or its stockholders and (C) within 12 months following the date of such termination, Acquiror shall have entered into a fee definitive agreement with respect to an Acquiror Acquisition Proposal or an Acquiror Acquisition Proposal shall have been consummated (provided that for purposes of Eight Hundred Million this clause ($800,000,000C), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then Acquiror shall pay to the Company in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), US$50,000,000. (iv) If (A) (w) this Agreement is terminated by Acquiror or the Company pursuant to Section 10.01(b)(i) (except in circumstances in which the Specified Regulatory Condition Reverse Termination Fee is payable), (x) a Financial Market Event exists on the End Date, (y) all conditions set forth in Article 9 shall have been satisfied or waived on the End Date (or in the case of conditions that by their terms are to be satisfied at the time of the consummation of the Acquisition, shall be capable of being satisfied on the End Date) and (z) a Financial Market Extension shall not have occurred or (B) a Financial Market Extension shall have occurred and this Agreement is terminated for any reason (any such termination under the circumstances described in this clause (B) or the foregoing clause (A), a “Specified Financing Condition Termination”), then in the case of each of the foregoing clauses (A) and (B), Acquiror shall pay to the Company in immediately available funds US$75,000,000 (the “Financing Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice ), in the case of such termination, by wire transfer of immediately available funds to an account designated in writing a termination by the Company). (b) Notwithstanding anything , within one Business Day after such termination and, in this Agreement the case of a termination by Acquiror, immediately before and as a condition to the contrary (but subject to and without limitation of Section 10.12 and the proviso to this sentence), the such termination. The Company agrees that in the event that this Agreement is terminated in accordance with Section 9.1 and the Reverse Termination Fee is payable pursuant to Section 9.2(a) and the Financing Reverse Termination Fee is paid to the Company pursuant to this Section 9.2 and accepted by 11.04(c)(iv), notwithstanding anything in this Agreement to the Companycontrary, (i) the payment of such Financing Reverse Termination Fee, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), Fee shall be the sole and exclusive remedy of the Company and its Related Parties Persons against the Parent Acquiror or any of its Related Parties Persons for, and (ii) in no event will shall the Company or any of its Related Parties be entitled Persons seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to to, (A1) the any loss suffered as a result of any the failure of the Merger Acquisition to be consummated, (B) any breach of, or failure to perform, any representation, warranty, agreement or obligation under this Agreement, (C2) the termination of this Agreement and Agreement, (D3) any other lossesliabilities or obligations arising under this Agreement, damages, obligations or liabilities suffered as a result (4) any claims or actions arising out of or relating to any termination or failure of or under this Agreement and the transactions contemplated by this Agreement, andin each case, subject with respect to a Specified Financing Condition Termination and without limitation of Section 10.12 any event related thereto, and the proviso to this sentence, upon payment to the Company of the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Financing Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of the Reverse Termination Fee, Parent shall pay the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceeding.,

Reverse Termination Fee. (ai) If this Agreement is validly terminated (A) by the Company pursuant to Section 10.01(d)(ii) (iParent Breach) either or Section 10.01(d)(iii) (Failure to Close), or (B) by Parent or the Company pursuant to Section 9.1(a)(iii10.01(b)(i) as (End Date) at a result of a Restraint arising under an antitrust, competition, fair trade or similar Applicable Law, (ii) time when the Company may have been entitled to terminate this Agreement pursuant to Section 9.1(a)(iv) as a result of Parent’s breach or failure to perform its obligations under Section 7.3 or (iii) either Parent or the Company pursuant to Section 9.1(a)(ii) and at or prior to the time of such termination all of the conditions to the obligations of Parent to consummate the Closing set forth in Section 8.1(a) and Section 8.2 shall have been satisfied or waived (other than (A) the conditions set forth in Section 8.1(a10.01(d)(ii) (Parent Breach) or Section 10.01(d)(iii) (Failure to the extent such Restraint arises under the HSR ActClose), the EU Merger Regulation or any other applicable foreign, federal, state or supranational antitrust, competition, fair trade or similar Applicable Laws under a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing, butthen, in the case of this clause each of the foregoing clauses (A) and (B), which conditions would be capable of satisfaction if the Closing were to occur on the date of termination), then Parent shall pay to the Company a fee of Eight Hundred Million (Company, an amount in cash equal to $800,000,000) 100,491,007.71 in immediately available funds (the “Reverse Termination Fee”) (which fee shall be payable within two (2) Business Days after written notice of such valid termination, by wire transfer of immediately available funds to an account designated in writing by the Company). (bii) Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, but subject in all respects to Section 10.02, this Section 11.04, Section 11.13, and Section 11.14 (including in the case of each of the foregoing sections, the limitations set forth therein), if Parent fails to effect the Closing when required pursuant to Section 2.01 for any reason or no reason or otherwise prior to the contrary valid termination of this Agreement breaches this Agreement or any other Transaction Document (but subject whether such breach is willful, intentional, unintentional or otherwise) or, prior to and without limitation the termination of Section 10.12 and the proviso this Agreement, fails to this sentenceperform hereunder or thereunder or fails to perform any obligation under Applicable Law (in each case, whether such failure is willful, intentional, unintentional or otherwise), then the Company’s right, to either (A) terminate this Agreement pursuant to Section 10.01 and following such termination obtain one, but never more than one of, of (x) if such termination is pursuant to Section 10.01(d)(ii) (Parent Breach) or Section 10.01(d)(iii) (Failure to Close) (or pursuant to Section 10.01(b)(i) (End Date) at a time when the Company agrees that in the event that may have been entitled to terminate this Agreement is terminated in accordance with pursuant to Section 9.1 and 10.01(d)(ii) (Parent Breach) or Section 10.01(d)(iii) (Failure to Close)), receive the Reverse Termination Fee is payable pursuant to under Section 9.2(a) 11.04(c)(i), if, as, and the Reverse Termination Fee is paid to the Company pursuant to Section 9.2 and accepted by the Company, (i) the payment of such Reverse Termination Feewhen due, together with any amounts payable if, as, and when due, pursuant to Section 11.04(d) (subject to a maximum aggregate amount of $5,000,000), and the last three sentences Company’s right to seek indemnification and reimbursement in accordance with Section 8.10(c) (subject to a maximum aggregate amount of $1,000,000), or (y) if such valid termination is pursuant to any other provision of Section 7.10(d) and Section 9.2(c10.01 other than as set forth in the foregoing clause (x), monetary damages for fraud by Parent prior to the valid termination of this Agreement (which for the avoidance of doubt shall not exceed the Maximum Liability Amount), or (B) obtain a decree or order of specific performance or other equitable relief, if and to the extent permitted pursuant to Section 11.13, it being understood and agreed that in the case of clause (A) or (B), as applicable, the remedy set forth therein shall be the sole and exclusive remedy of the Company and any of its Related Parties Persons against any Person (including Parent, Merger Sub, Sponsors, the Debt Financing Sources, and any of the Related Persons of any of the foregoing) pursuant to this Agreement; provided, however, that under no circumstances shall Parent Related Parties and (iibe obligated to pay the Reverse Termination Fee on more than on occasion; provided further, that nothing in this Section 11.04(c)(ii) in no event will shall limit, abridge or otherwise modify any remedies available to the Company Related Parties be entitled under the Confidentiality Agreement. (iii) Notwithstanding anything to recover any other money damages the contrary in this Agreement or any other remedy based on a claim Transaction Document, the maximum aggregate liability of Parent, Merger Sub, and their respective Related Persons under this Agreement and the other Transaction Documents, collectively, or in law connection with the Transactions, or in connection with the failure of such Transactions to be consummated, or in respect of any representation made or alleged to be made in connection herewith or therewith, whether in equity with respect to or at law, in contract, in tort or otherwise (including, for the avoidance of doubt, monetary damages for fraud or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance), shall not exceed an aggregate amount greater than the sum of (A) the loss suffered as a result of any failure of the Merger Reverse Termination Fee, if, as, and when required pursuant to be consummatedSection 11.04(c)(i), (B) any breach ofamounts if, or failure as, and when due pursuant to performSection 11.04(d) (subject to a maximum aggregate amount of $5,000,000), any representation, warranty, agreement or obligation under this Agreement, and (C) the termination Company’s right to seek indemnification and reimbursement in accordance with Section 8.10(c) (subject to a maximum aggregate amount of this Agreement $1,000,000) (the amounts of items (A), (B) and (DC), collectively, the “Maximum Liability Amount”) and in no event shall the Company, or any other lossesof its Related Persons, seek, directly or indirectly, to recover any damages, obligations losses or liabilities suffered as a result other Liabilities whatsoever (including consequential, indirect, or punitive damages) in excess of the Maximum Liability Amount; provided that nothing in this Section 11.04(c)(iii) shall limit, abridge or under this Agreement and the transactions contemplated by this Agreement, and, subject to and without limitation of Section 10.12 and the proviso to this sentence, upon payment otherwise modify any remedies available to the Company of under the Reverse Termination Fee in accordance with this Section 9.2, together with any amounts payable pursuant to the last three sentences of Section 7.10(d) and Section 9.2(c), and acceptance of the Reverse Termination Fee and such amounts by the Company, no Parent Related Parties shall have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing or any other provision of this Agreement to the contrary, irrespective of whether the Reverse Termination Fee has been paid, the Company shall be entitled to pursue, and Parent and Merger Sub shall be responsible for any and all money damages (or, to the extent the Reverse Termination Fee is received by the Company, the excess, if any, of such money damages over such Reverse Termination Fee) arising out of, resulting from or relating to Parent’s or Merger Sub’s Intentional Breach of this Confidentiality Agreement, including Section 7.3 and, in any determination of such damages, the court shall be permitted to award the Company and its stockholders, if proven, their respective Benefit of the Bargain Damages. (c) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, (ii) the Reverse Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and its Affiliates in the circumstances in which such fee is paid, other than in the case of an Intentional Breach as contemplated in Section 9.2(b) and subject to and without limitation of Section 10.12, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 9.2, (1) Parent shall pay to the Company interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received and (2) in order to obtain such payment, the Company commences a Proceeding with results in a judgment of all or a portion of the Reverse Termination Fee, Parent shall pay the Company’s costs and expenses (including attorney’s fees and expenses of enforcement) in connection with such Proceeding.