This Agreement (including the exhibits and schedules   hereto) and the other agreements to be delivered in connection with the Transactions (as defined in the   Contribution Agreement), including the Contribution Agreement, represent the entire agreement between   the parties hereto and supersedes all other prior agreements, understandings, negotiations, oral or written,   between the parties concerning the subject matter hereof. The exhibits and schedules referenced in this   Agreement constitute an integral part of this Agreement and are incorporated herein by reference and made   a part hereof. Except as otherwise expressly stated herein, no provision of this Agreement is intended to or   shall confer on any person, other than the parties hereto (and the successors and permitted assignees) any   right under this Agreement.