Common use of Transaction Fee and Advisory Services Agreement Clause in Contracts

Transaction Fee and Advisory Services Agreement. The Rollover Stockholder represents and warrants that the Rollover Stockholder (i) has been advised by Holdings, that Centerbridge Capital Partners, L.P. and/or its Affiliates will enter into a transaction fee and advisory services agreement (the “Transaction and Advisory Agreement”) with Holdings and certain of its Affiliates (the “Company Parties”) providing for the payment of certain advisory, monitoring, transactional, oversight and similar fees and expenses to and indemnification of the Advisor (as defined in the Transaction and Advisory Agreement) by the Company Parties and (ii) waives any right such Rollover Stockholder may have to approve, or to claim any damages with respect to, the entry by the Company Parties into the Transaction and Advisory Agreement or the performance by the Company Parties of their obligations thereunder.