Common use of CHANGES IN OBLIGATIONS, CERTAIN WAIVERS Clause in Contracts

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Contributor agrees that the Company may at any time and from time to time, without notice to or further consent of the Contributor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent, without in any way impairing or affecting the Contributor’s obligations under this Equity Contribution Agreement. The Contributor agrees that the obligations of the Contributor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or any other person interested in the transactions contemplated by the Investment Agreement; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Investment Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (including the Contributor’s commitment letter to Parent); (c) any change in the corporate existence, structure or ownership of Parent; (d) any insolvency, bankruptcy, reorganization or other similar proceeding for Parent; (e) the existence of any claim, set-off, right of recoupment or other right that the Contributor may have at any time against Parent or the Company, whether in connection with the Obligations or otherwise; (f) the adequacy of any other means the Company may have of obtaining payment of any of the Obligations; or (g) any assignment by Parent to any other person of its obligations under the Investment Agreement. To the fullest extent permitted by law, the Contributor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Contributor waives promptness, diligence, notice of the acceptance of this Equity Contribution Agreement and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligation incurred and all other notices of any kind (except for notices to be provided to Parent and its counsel in accordance with the Investment Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other person interested in the transactions contemplated by the Investment Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Affiliates, defenses to the payment of the Obligations that are available to Parent under the Investment Agreement (which shall be available to the Contributor under this Equity Contribution Agreement) or breach by the Company of this Equity Contribution Agreement). The Contributor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Investment Agreement and that the waivers set forth in this Equity Contribution Agreement are knowingly made in contemplation of such benefits. The Company hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Investment Agreement or the transactions contemplated thereby, against any former, current or future director, officer, employee, agent, advisor, attorney, representative, affiliate, general or limited partner, securityholder, member, manager, trustee or controlling person of the Contributor (or any of their successors or assigns) or any affiliate thereof, or against any former, current or future director, officer, employee, agent, advisor, attorney, representative, affiliate, general or limited partner, securityholder, member, manager, trustee or controlling person of any of the foregoing (or any of their successors or assigns) or any affiliate thereof. The Contributor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of the Contributor’s Covered Obligations under or in respect of this Equity Contribution Agreement or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or right of recoupment or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Covered Obligations shall have been satisfied in full. If any amount shall be paid to the Contributor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Covered Obligations, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Contributor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Covered Obligations, in accordance with the terms and conditions set forth or referred to in the Investment Agreement, whether matured or unmatured, or to be held as collateral for any Covered Obligations thereafter arising. Notwithstanding anything to the contrary contained in this Equity Contribution Agreement, the Company hereby agrees that to the extent Parent is relieved by the Company of any of its obligations under the Investment Agreement, the Contributor shall be similarly relieved of its obligations under this Equity Contribution Agreement.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Contributor agrees that the Company may at any time and from time to time, without notice to or further consent of the Contributor, extend the time of payment of any of the Obligations, and may also make any agreement with (a) Parent for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent, without in any way impairing or affecting the Contributor’s obligations under this Equity Contribution Agreement. The Contributor agrees that the obligations of the Contributor hereunder Parent under this ARTICLE XIII shall not be released or discharged, in whole or in part, or otherwise affected by (a1) the failure of the Company Seller Group to assert any claim or demand or to enforce any right or remedy against Parent against, or to join Buyer to any suit arising under this ARTICLE XIII or the Obligation of Buyer or any other person Person interested in the transactions contemplated by the Investment this Agreement; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Investment Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (including the Contributor’s commitment letter to Parent); (c) any change in the corporate existence, structure or ownership of Parent; (d2) any insolvency, bankruptcy, reorganization or other similar proceeding for Parentaffecting Buyer or any other Person interested in the transactions contemplated by this Agreement; (e3) the existence of any claim, set-off, right of recoupment off or other right that the Contributor which Parent may have at any time against Parent or the CompanyBuyer, whether in connection with the Obligations or otherwise; (f4) the invalidity, illegality or unenforceability of all or any part of the Obligations or any document or agreement executed in connection with the Obligations, for any reason whatsoever, including without limitation the fact that the act of creating the Obligation or any part thereof is ultra ▇▇▇▇▇, the officers or representatives executing the documentation or otherwise creating the Obligations acted in excess of their authority, or Buyer has valid defenses, claims or offsets which render the Obligations wholly or partially uncollectible from the Company; (5) any renewal, extension, modification, increase, decrease or alteration of all or any part of the Obligations or any contract or understanding (including this Agreement) between Buyer and the Seller Group, or any other Person, relating to the Obligations; or (6) the adequacy of any other means the Company Seller may have of obtaining payment repayment or performance of any of the Obligations; or . (gb) any assignment by Parent to any other person of its obligations under the Investment Agreement. To the fullest extent permitted by law, the Contributor Parent hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the CompanySeller Group and the Seller Group shall not be required to mitigate damages or take action to reduce, collect or enforce the Obligations. The Contributor Buyer waives promptness, diligence, notice of the acceptance of this Equity Contribution Agreement ARTICLE XIII and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligation the Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and its counsel in accordance with the Investment Agreement)kind, all defenses that which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent Buyer or any other person interested in the transactions contemplated by the Investment this Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company Seller Group or any of its Affiliates, defenses to the payment of the Obligations under this Agreement that are available to Buyer). (c) Parent under the Investment Agreement (which shall be available to the Contributor under this Equity Contribution Agreement) or breach by the Company of this Equity Contribution Agreement). The Contributor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Investment this Agreement and that the waivers set forth in this Equity Contribution Agreement ARTICLE XIII are knowingly made in contemplation of such benefits. The Company Parent hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, institute any proceeding asserting that this ARTICLE XIII is illegal, invalid or bring any other claim arising under, or in connection with, the Investment Agreement or the transactions contemplated thereby, against any former, current or future director, officer, employee, agent, advisor, attorney, representative, affiliate, general or limited partner, securityholder, member, manager, trustee or controlling person of the Contributor (or any of their successors or assigns) or any affiliate thereof, or against any former, current or future director, officer, employee, agent, advisor, attorney, representative, affiliate, general or limited partner, securityholder, member, manager, trustee or controlling person of any of the foregoing (or any of their successors or assigns) or any affiliate thereof. The Contributor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of the Contributor’s Covered Obligations under or in respect of this Equity Contribution Agreement or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or right of recoupment or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Covered Obligations shall have been satisfied in full. If any amount shall be paid to the Contributor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Covered Obligations, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Contributor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Covered Obligations, unenforceable in accordance with the terms and conditions set forth or referred to in the Investment Agreementits terms, whether matured or unmatured, or to be held as collateral for any Covered Obligations thereafter arising. Notwithstanding anything subject to the contrary contained in this Equity Contribution Agreementeffects of bankruptcy, the Company hereby agrees that to the extent Parent is relieved by the Company of any of its obligations under the Investment Agreementinsolvency, the Contributor shall be similarly relieved of its obligations under this Equity Contribution Agreementfraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally.