Common use of Limitations on Remedies Clause in Contracts

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency Proceeding. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding the expiration of the applicable Standstill Period, Subordinated Creditors shall not be permitted to take any Enforcement Action with respect to the Subordinated Indebtedness unless the Senior Indebtedness has been accelerated. (c) Nothing contained in this Section 9 shall limit or impair the obligations and agreements of the Subordinated Creditors set forth in any other Section of this Agreement.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency ProceedingIn no event shall a Party be required to pay a Termination Payment on more than one occasion. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default this Agreement is terminated pursuant to the Senior Indebtedness, thenSection 8.1: (A) If Senior Lender shall waive the Company’s right to receive the Parent Termination Fee pursuant to and in accordance with Section 8.2(c), if any, any Enforcement Costs pursuant to and in accordance with Section 8.2(d), and the Reimbursement Obligations, in each case, including the Company’s right to enforce the Guarantee to receive such default under Parent Termination Fee, Enforcement Costs or Reimbursement Obligations from the Senior IndebtednessGuarantor when due and payable in accordance with this Agreement and the Guarantee, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well sole and exclusive remedies of the Company and its Related Parties against Parent, Merger Sub and the applicable Subordinated Default Parent Related Parties (including the Financing Sources) pursuant to this Agreement or the Debt Financing and the transactions contemplated hereby or thereby, including for any loss or monetary damages suffered as a result of any breach (including any Willful and Material Breach) of any covenant or agreement in this Agreement or the failure of the Merger or any other transactions contemplated by this Agreement to be consummated; (B) except in the event of fraud or Willful and Material Breach, Parent and Merger Sub’s right to receive the Company Termination Fee pursuant to and in accordance with Section 8.2(b), if any, and any Enforcement Costs pursuant to and in accordance with Section 8.2(d) shall be deemed the sole and exclusive remedies of Parent, Merger Sub and their respective Related Parties pursuant to no longer existthis Agreement and the transactions contemplated hereby, including for any loss or monetary damages suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Merger or any other transactions contemplated by this Agreement to be consummated; provided that, in the event Parent or Merger Sub seek damages for Willful and Material Breach of Section 6.2 or Section 6.4, any Company Termination Fee paid by the Company pursuant to Section 8.2(b)(i)(A)(y) shall be credited against any damages ultimately awarded to Parent or Merger Sub, if any; and (BC) Notwithstanding For the expiration avoidance of the applicable Standstill Perioddoubt, Subordinated Creditors shall not be permitted to take any Enforcement Action with respect notwithstanding anything to the Subordinated Indebtedness unless the Senior Indebtedness has been accelerated. (c) Nothing contained contrary in this Agreement, if this Agreement has not been validly terminated, each Party shall have the right to specific performance pursuant to Section 9 9.5(b) (and the Company shall limit also have the right to specific performance pursuant to Section 9.5(c)); provided, that, in no event shall (x) the Company be entitled to specifically enforce (or impair to bring any action or proceeding in equity seeking to specifically enforce) Parent’s rights under the obligations Equity Commitment Letter to cause the Equity Financing to be funded or to effect the Closing other than as expressly provided in Section 9.5(c) and agreements in the Equity Commitment Letter or (y) the Company, Parent or Merger Sub be entitled to seek or specifically enforce any provisions of the Subordinated Creditors set forth in this Agreement or to obtain an injunction or injunctions to bring any other Section of action or proceeding in equity in connection with the transactions contemplated by this AgreementAgreement against any other party hereto other than pursuant to Sections 9.5(b) and 9.5(c), as applicable.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency Proceeding. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default Nothing contained herein shall be deemed to no longer exist; andlimit or to expand any waivers, covenants, or indemnities made by ▇▇▇▇▇▇▇▇ in favor of L/C Issuer in any Letter of Credit Application, reimbursement agreement, or similar document, instrument, or agreement between Borrower and L/C Issuer. (B) Notwithstanding EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER L/C ISSUER (NOR ANY OTHER INDEMNITEE) SHALL BE LIABLE TO BORROWER IN CONTRACT, TORT, OR OTHERWISE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. (C) Borrower must take action to avoid and reduce the expiration amount of damages claimed against L/C Issuer (or other Indemnitee, as applicable). (D) ▇▇▇▇▇▇▇▇’s aggregate remedies against L/C Issuer for honoring a presentation or retaining honored documents in breach of L/C Issuer’s obligations to Borrower (whether arising under this Agreement, any other agreement, document, or instrument relating hereto, applicable letter of credit practice or law, or any other applicable law) are limited to the applicable Standstill Period, Subordinated Creditors shall not be permitted aggregate amounts paid by Borrower to take any Enforcement Action L/C Issuer with respect to the Subordinated Indebtedness unless the Senior Indebtedness has been acceleratedhonored presentation. (cE) Nothing contained In any dispute or litigation between ▇▇▇▇▇▇▇▇ and L/C Issuer, Borrower shall pay L/C Issuer’s reasonable attorneys’ fees, expert witness fees, and other expenses of litigation or dispute resolution, unless ▇▇▇▇▇▇▇▇ obtains a non-appealable award for damages against L/C Issuer, as so ordered by a court of competent jurisdiction. If ▇▇▇▇▇▇▇▇ prevails in this Section 9 shall limit an action based on forgery or impair the obligations and agreements fraud of the Subordinated Creditors set forth beneficiary or other presenter, this does not relieve Borrower from its obligation to pay L/C Issuer’s fees and expenses in any other Section contesting the entry or maintenance of this Agreementinjunctive relief.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice The Parties agree and understand that in no event shall (1) the Company be required to pay the Company Termination Fee on more than one occasion and (ii2) an Insolvency ProceedingParent be required to pay the Parent Termination Fee on more than one occasion. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default this Agreement is validly terminated pursuant to the Senior Indebtedness, thenSection 8.1: (A) If Senior Lender shall waive such default under Parent’s right to receive the Senior IndebtednessCompany Termination Fee pursuant to and in accordance with Section 8.2(b) and any expenses in accordance with Section 8.2(d), or amend the Senior Indebtedness with the effect that such default no longer existsif any, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well sole and exclusive monetary remedies of Parent, Merger Subs and their respective Related Parties against the Company and its Related Parties pursuant to this Agreement and the applicable Subordinated Default shall transactions contemplated hereby, including for any loss or monetary damages suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Mergers or any other transactions contemplated by this Agreement to be deemed to no longer exist; andconsummated, except in the case of any liability (1) for any fraud or (2) for any breaches of the Confidentiality Agreement. (B) Notwithstanding The Company’s right to receive the expiration Parent Termination Fee pursuant to and in accordance with Section 8.2(c) and any expenses in accordance with Section 8.2(d), if any, shall be the sole and exclusive monetary remedies of the applicable Standstill PeriodCompany, Subordinated Creditors shall not the Company LLC and their respective Related Parties against Parent, Merger Subs and its Related Parties pursuant to this Agreement and the transactions contemplated hereby, including for any loss or monetary damages suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Mergers or any other transactions contemplated by this Agreement to be permitted to take consummated, except in the case of any Enforcement Action with respect to liability (1) for any fraud or (2) for any breaches of the Subordinated Indebtedness unless the Senior Indebtedness has been acceleratedConfidentiality Agreement. (cC) For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, if this Agreement has not been validly terminated, each Party shall have the right to specific performance pursuant to Section 9.6. (D) Nothing contained in this Section 9 shall limit herein, including the payment of any Parent Termination Fee, will relieve Parent or impair the obligations and agreements of the Subordinated Creditors set forth in Merger Sub from any other Section liability (1) for any fraud or Willful Breach of this Agreement, or (2) for any breaches of the Confidentiality Agreement. (E) Nothing herein, including the payment of any Company Termination Fee, will relieve the Company or Company LLC from any liability (1) for any fraud or Willful Breach of this Agreement, or (2) for any breaches of the Confidentiality Agreement.

Limitations on Remedies. (a) Upon Except in circumstances in which Section 2.6 is applicable, Subordinate Lender shall not commence any action or proceeding against the occurrence Borrower to enforce or collect any Subordinate Obligation to obtain possession of property of the Borrower, to exercise control over property of the Borrower or to create, perfect or enforce any default or event lien against property of the Borrower until the earliest to occur of (i) the date the Senior Lender accelerates the Senior Debt, (ii) the date of Borrower's bankruptcy, (iii) if a monetary default (other than a “Subordinated Default”default that consists of failure to pay Senior Lender) in exists and is continuing with respect to the Subordinate Lender, the date occurring 120 days after Subordinate Lender has given Senior Lender written notice of such default and of its intention to take the foregoing action, unless the Subordinate Lender shall have first obtained the written consent of the Subordinated IndebtednessSenior Lender or (iv) if a non-monetary default exists and is continuing with respect to the Subordinate Lender, no Subordinated Creditor the date occurring 180 days after Subordinate Lender has given Senior Lender written notice of such default and of its intention to take the foregoing action, unless the Subordinate Lender shall have first obtained the written consent of the Senior Lender. (ab) Nothing in this Agreement shall restrict the ability of the Senior Lender or the Subordinate Lender to declare a Default or accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless Borrower Obligations so long as payments are received and turned over and remedies are pursued only in compliance with the terms of the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency Proceeding. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill PeriodLoan Documents, the Subordinated Creditors shall accept any cure of the Subordinate Loan Documents as applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding the expiration of the applicable Standstill Period, Subordinated Creditors shall not be permitted to take any Enforcement Action with respect to the Subordinated Indebtedness unless the Senior Indebtedness has been acceleratedthis Agreement. (c) Nothing contained in this Section 9 In the event Senior Lender enforces its rights and remedies under the Senior Loan Documents, Subordinate Lender shall limit not take any action which materially interferes with or impair the obligations impairs Senior Lender's rights and agreements of the Subordinated Creditors set forth in any other Section of this Agreementremedies.

Limitations on Remedies. (ai) Upon In the occurrence event this Agreement is terminated, the Parties agree that the maximum aggregate liability of Parent and Merger Sub and their respective Related Parties with respect to this Agreement, the Voting and Support Agreement and the transactions contemplated hereby and thereby shall be limited to $14,808,583.00 and in no event shall any Persons seek to recover, or be entitled to recover, any money damages or other losses or expenses of any default kind, character or event description in excess of default such amounts with respect to this Agreement or the Voting and Support Agreement or the transactions contemplated hereby. (a “Subordinated Default”ii) Notwithstanding anything in respect this Section 8.02 or this Agreement to the contrary, but subject to Section 9.05, if this Agreement is terminated in accordance with any provision under which payment of the Subordinated IndebtednessCompany Termination Fee is required hereunder, no Subordinated Creditor then upon receipt and acceptance of such Company Termination Fee, together with any Enforcement Costs, the payment of such Company Termination Fee and the Enforcement Costs (if any) shall (a) accelerate all or any portion constitute the sole and exclusive remedy of Parent, Merger Sub and the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding Parent Related Parties against the Company or any of its Subsidiaries under Related Parties for any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation losses suffered or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency Proceeding. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely incurred as a result of a cross-default to or under this Agreement or the Senior Indebtednesstransactions contemplated by this Agreement, then: including any breach (Aincluding any Willful and Material Breach) If Senior Lender shall waive such default under of any covenant or agreement in this Agreement. The Parties further agree that the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding the expiration maximum aggregate liability of the applicable Standstill Period, Subordinated Creditors shall not be permitted to take any Enforcement Action Company and its Related Parties with respect to this Agreement and the Subordinated Indebtedness unless transactions contemplated hereby, shall be limited to an amount equal to the Senior Indebtedness has been acceleratedamount of the Company Termination Fee together with any Enforcements Costs, and in no event shall any Persons seek to recover, or be entitled to recover, any money damages or other losses or expenses of any kind, character or description in excess of such amounts with respect to this Agreement and the transactions contemplated hereby. Nothing in this Section 8.02 shall in any way expand or be deemed or construed to expand the circumstances in which the Company and its Related Parties may be liable under this Agreement. For the avoidance of doubt, while Parent or Merger Sub may pursue both a grant of specific performance pursuant to, and subject to the limitations set forth in, Section 9.05, and payment of the Company Termination Fee pursuant to Section 8.02(b), under no circumstances shall Parent or Merger Sub be permitted or entitled to receive both a grant of specific performance and monetary damages, including all or any portion of the Company Termination Fee. (ciii) Nothing contained Notwithstanding anything in this Section 9 8.02 or this Agreement to the contrary, the Company may pursue both a grant of specific performance pursuant to, and subject to Section 8.02(a), an award of monetary damages, provided, that under no circumstances shall limit the Company be permitted or impair entitled to receive both a grant of specific performance resulting in the obligations Closing and agreements an award of monetary damages. (iv) Each of the Subordinated Creditors set forth Parties acknowledges and agrees that the Company Termination Fee is not intended to be a penalty, but rather constitutes liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which such amounts are due and payable, for the efforts and resources expended by Parent and opportunities forgone by Parent while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and any other Section of transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency Proceeding. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors anything to the position they would have been but for such default or contrary in this Agreement, in no event of default; andshall more than one Company Termination Fee be payable under this Agreement. (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default this Agreement is validly terminated pursuant to the Senior IndebtednessSection 8.1, then: (A) If Senior Lender shall waive such default the Company’s receipt of the Parent Reimbursement Obligations, any Enforcement Costs, the Company’s right to specific performance pursuant to Section 9.5(c) (other than the Company’s right to specific performance to cause the Closing to occur) and the Company’s rights under the Senior IndebtednessEquity Commitment Letter, will be the sole and exclusive remedies of the Company Related Parties against the Parent Related Parties in respect of this Agreement, any agreement executed in connection herewith, the transactions contemplated hereby and thereby, the termination of this Agreement, or amend the Senior Indebtedness with failure to consummate the effect that Merger or any claims or actions under applicable Law arising out of any such default no longer existsbreach, such waiver termination or amendment shall be deemed effective under the Subordinated Indebtedness as well failure, and the applicable Subordinated Default shall be deemed to no longer exist; and (B) upon payment of the Parent Reimbursement Obligations and any Enforcement Costs, none of the Parent Related Parties will have any further liability or obligation to any of the Company Related Parties or any other Person relating to or arising out of this Agreement, any agreement executed in connection herewith, the transactions contemplated hereby or thereby, or for any matters forming the basis of such termination, except that, in each case (x) the Parties or their respective Affiliates (or both) will remain obligated with respect to, and the Company and its Subsidiaries will be entitled to remedies with respect to, the Confidentiality Agreement and Section 8.2(a), as applicable; and (y) the Sponsor will remain obligated pursuant to, and the Company and its Subsidiaries will be entitled to remedies with respect to, the Equity Commitment Letter. Notwithstanding the expiration foregoing, this Section 8.2(d)(ii) will not relieve Parent, Merger Sub, PSP or the Sponsor from any liability (1) for any Fraud or Willful and Material Breach of this Agreement, except that under no circumstances will the collective monetary damages payable by the Parent Related Parties (including for any Willful and Material Breach (but excluding, for the avoidance of doubt, Fraud)) under this Agreement, any agreement executed in connection herewith or any transactions contemplated hereby or thereby exceed an amount, in the aggregate, equal to $43,000,000 plus the Parent Reimbursement Obligations and any Enforcement Costs (such aggregate amount, the “Parent Liability Limitation”) or (2) for any breaches of the applicable Standstill PeriodConfidentiality Agreement. In no event will any of the Company Related Parties seek or obtain, Subordinated Creditors shall not be permitted nor will they permit any of their Representatives or any other Person acting on their behalf to take seek or obtain, any Enforcement Action monetary recovery or award in excess of the Parent Liability Limitation (except for Fraud or pursuant to the Confidentiality Agreement, as applicable) against the Parent Related Parties, and, other than with respect to Fraud or pursuant to the Subordinated Indebtedness unless Confidentiality Agreement, in no event will any Company Related Parties be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Senior Indebtedness has been acceleratedParent Liability Limitation against the Parent Related Parties for, or with respect to, this Agreement, the Merger, the Equity Commitment Letter or the transactions contemplated hereby or thereby, the termination of this Agreement, the failure to consummate the Merger, or any claims or actions under applicable Law arising out of any such breach, termination or failure. Other than the Sponsor (solely as and to the extent provided in the Equity Commitment Letter), Parent and Merger Sub, in no event will any Parent Related Party have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Merger. (ciii) Nothing contained in If this Agreement is validly terminated pursuant to Section 9 shall limit or impair the obligations and agreements 8.1, (A) Parent’s receipt of the Subordinated Creditors set forth Company Termination Fee to the extent owed pursuant to Section 8.2(b), any Enforcement Costs and Parent’s right to specific performance pursuant to Section 9.5(c) (other than Parent’s right to specific enforcement to cause the Closing to occur) will be the sole and exclusive remedies of the Parent Related Parties against the Company Related Parties in any other Section respect of this Agreement, any agreement executed in connection herewith, the transactions contemplated hereby and thereby, the termination of this Agreement, or the failure to consummate the Merger and (B) upon payment of the Company Termination Fee (to the extent owed pursuant to Section 8.2(b)) and any Enforcement Costs, none of the Company Related Parties will have any further liability or obligation to any of the Parent Related Parties or any other Person relating to or arising out of this Agreement, any agreement executed in connection herewith, the transactions contemplated hereby or thereby, or for any matters forming the basis of such termination, except that the Parties or their respective Affiliates (or both) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement and Section 8.2(a), as applicable. Notwithstanding the foregoing, this Section 8.2(d)(iii) will not relieve the Company from any liability (1) for any Fraud or Willful and Material Breach of this Agreement, except that under no circumstances will the collective monetary damages payable by the Company for breaches (including for any Willful and Material Breach (but excluding, for the avoidance of doubt, Fraud)) under this Agreement, any agreement executed in connection herewith or any transactions contemplated hereby or thereby (taking into account the payment of the Company Termination Fee pursuant to this Agreement) exceed an amount, in the aggregate, equal to $43,000,000 plus any Enforcement Costs (such aggregate amount, the “Company Liability Limitation”) or (2) for any breaches of the Confidentiality Agreement. In no event will any of the Parent 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, any monetary recovery or award in excess of the Company Liability Limitation (except for Fraud or pursuant to the Confidentiality Agreement, as applicable) against the Company Related Parties, and, other than with respect to Fraud or pursuant to the Confidentiality Agreement, as applicable, in no event will Parent or Merger Sub be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Company Liability Limitation against the Company Related Parties for, or with respect to, this Agreement or the Merger, the termination of this Agreement, the failure to consummate the Merger, or any claims or actions under applicable Law arising out of any such breach, termination or failure. For the avoidance of doubt, other than the obligations of the Company provided in this Agreement, no Company Related Party, other than the Company, will have any liability for monetary damages to any Parent Related Party or any other Person relating to or arising out of this Agreement or the Merger.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no the Subordinated Creditor shall not (a1) accelerate all or any portion of the Subordinated Indebtedness; , (b2) commence or join (unless the Senior Lender shall also commence or join), in its capacity as a holder of the Subordinated Indebtedness, ) in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or , (c3) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or (4) commence or continue any foreclosure or liquidation proceedings or remedies or take any action (other actions against than to perfect or to continue the Company or its Subsidiaries permitted under perfection of, the lien of the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each Creditor in any Collateral) in respect of any of the foregoingCollateral, an “Enforcement Action”)or exercise any other of the Subordinated Creditor' rights, remedies, powers, privileges, and discretions with respect to the Collateral, for a period (the “Standstill Period”), commencing on the date of 180 days after receipt by the Senior Lender from the Subordinated Creditors Creditor of written notice (a “Default Notice”) of such Subordinated Default and ending on event of default (the earlier to occur "STANDSTILL PERIOD"); provided, however, that if before the expiration of the Standstill Period (i) 180 days after receipt by Senor the Senior Lender accelerates all or any portion of such Default Notice and the Senior Indebtedness, (ii) an Insolvency Proceeding. (b) Notwithstanding if the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred default under the Subordinated Indebtedness is caused solely as a result by the occurrence of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default Default under the Senior Indebtedness, Senior Lender delivers to the Subordinated Creditor a Cure or amend Waiver Notice in accordance with Section 2(c) hereof, or (iii) the Senior Indebtedness with Lender in its sole discretion, shall cure the effect that such event of default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and which gave rise to the applicable Standstill Period (it being understood that Senior Lender shall have absolutely no obligation to the Company or the Subordinated Default Creditor to so cure any such event of default and, furthermore, that if Senior Lender shall be deemed to no longer exist; and (B) Notwithstanding the expiration cure any such event of the applicable Standstill Period, Subordinated Creditors default it shall not be permitted obligated under any circumstances to take cure any Enforcement Action with respect to other event of default at any time occurring), then the Subordinated Indebtedness Creditor shall continue to forbear after the Standstill Period from the exercise of any rights or remedies against the Company or the Collateral unless the Senior Indebtedness Lender consents in writing to the exercise of such rights and remedies. If the forbearance of Subordinated Creditor after expiration of a Standstill Period has been accelerated. not occurred in accordance with the prior sentence, then the Subordinated Creditor shall be entitled to exercise (cfor the benefit of the Senior Lender until the Senior Lender is paid in full in cash) its rights and remedies against the Company or Collateral after five (5) days advance written notice to the Senior Lender. Nothing contained in this Section 9 shall limit or impair the obligations and agreements of the Subordinated Creditors Creditor set forth in any other Section Sections 1 and 2 of this Agreement.

Limitations on Remedies. (a) Upon Notwithstanding any rights or remedies available to Term Loan Agent under any of the Term Loan Documents, applicable law or otherwise, except as otherwise provided in Section 2.10(b)(ii) hereof, prior to the Working Capital Loan Termination Date, Term Loan Agent shall not, directly or indirectly, seek to foreclose, take possession of, sell or otherwise realize upon (judicially or non-judicially) its Lien on any Collateral, assert any claims or interests therein or exercise any remedies with respect thereto (including, without limitation, by setoff or notification of account debtors) or commence any legal proceedings against or with respect to any Collateral to facilitate the actions set forth above; provided, that, in the event of the failure of Obligors to make any payment in respect of the Term Loan Debt in accordance with the terms of the Term Loan Documents or upon the occurrence of any default or event other Event of default Default under the Term Loan Documents and for so long as such Event of Default under the Term Loan Documents is continuing, subject at all times to the provisions of Sections 2.2 and 2.4 hereof, commencing ninety (a “Subordinated Default”90) in respect days after the receipt by Working Capital Agent of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion declaration by Term Loan Agent of such Event of Default under the Term Loan Documents and of the Subordinated Indebtedness; (b) commence or join (unless written demand by Term Loan Agent to Obligors for the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce accelerated payment of all or Term Loan Debt (unless any part Obligor is subject to an Insolvency Proceeding by reason of which such declaration and the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable lawmaking of such demand is stayed, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”)in which case, commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) commencement of such Subordinated Default and ending Insolvency Proceeding), Term Loan Agent may take any action described above with respect to its Liens on the earlier Collateral but only so long as Working Capital Agent is not already diligently pursuing in good faith the exercise of its enforcement rights or remedies against, or diligently in good faith attempting to occur vacate any stay or enforcement of its Liens on, all or any material portion of the Collateral (i) 180 days after receipt by Senor Lender including, without limitation, any of such Default Notice the following: subject to applicable laws, the solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting and (ii) an Insolvency Proceedingselling a material portion of the Collateral, the notification of accounts debtors to make payments to Working Capital Agent or its agent, any action to take possession of all or any material portion of the Collateral or commencement of any legal proceedings or actions against or with respect to all or any material portion of the Collateral). (b) Notwithstanding the provisions of Section 9(a) above: (i) During In the event Term Loan Agent has commenced any Standstill Periodactions to enforce its Lien on any specific item of Collateral, the Subordinated Creditors such actions are permitted hereunder and Term Loan Agent is diligently pursuing such actions, Working Capital Agent shall accept not take any cure action of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors a similar nature with respect to the position they would have been but for such default or event of default; andCollateral. (ii) If In addition, in the applicable Subordinated Default event that, after a Release Event, Working Capital Agent has occurred under commenced a Lien Enforcement Action against all or a material portion of the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: Collateral and (A) If Senior Lender shall waive such default under the Senior IndebtednessCredit Facility (as defined in the Working Capital Loan and Security Agreement) with respect to any further Revolving Loans or the incurrence of further Letter of Credit Accommodations has been terminated, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding Working Capital Agent has received (1) cash or other immediately available funds in the expiration amount of the applicable Standstill PeriodMaximum W/C Debt then outstanding and unpaid (exclusive of the early termination fee payable pursuant to the Working Capital Loan and Security Agreement), Subordinated Creditors and (2) without duplication, cash collateral in a manner and in such amounts as Working Capital Agent determines is reasonably necessary to secure Working Capital Agent in connection with any issued and outstanding letters of credit provided by Working Capital Agent and Working Capital Lenders (or letters of credit that Working Capital Agent has arranged to be provided by third parties pursuant to the financing arrangements of Working Capital Agent and Working Capital Lenders with Borrowers or any Obligor) to Borrowers or any Obligor (but not in any event in an amount greater than 105% of the aggregate undrawn face amount of such letters of credit), then upon the written request of Term Loan Agent, Working Capital Agent shall not be permitted to take any further action against the Collateral and Term Loan Agent shall have the right to control any further Lien Enforcement Action with respect to against the Subordinated Indebtedness unless the Senior Indebtedness has been acceleratedCollateral. (c) Nothing contained in this Section 9 In the event Term Loan Agent has commenced any actions to enforce its Lien on any Collateral as permitted hereunder, Working Capital Agent agrees that any such sale or other disposition shall limit or impair the obligations be free and agreements clear of the Subordinated Creditors set forth Liens of Working Capital Agent and agrees to execute and deliver any and all release documents and instruments reasonably requested by Term Loan Agent to evidence that such sale or other disposition is free and clear of its Liens, provided, that, (i) in any sale or other Section disposition of any of the Collateral by Term Loan Agent, Term Loan Agent shall conduct such sale or other disposition in a commercially reasonable manner and shall comply in all respects with this Intercreditor Agreement, (ii) such sale or other disposition by Term Loan Agent shall not extend to or otherwise affect any of the rights of Working Capital Agent under this Intercreditor Agreement to the proceeds from any such sale or other disposition of Collateral, (iii) Term Loan Agent shall promptly apply such proceeds in accordance with the provisions of this AgreementIntercreditor Agreement and (iv) no such release documents or instruments shall be delivered (A) to any Obligor or (B) more than one (1) Business Day prior to the date of the closing of the sale or disposition of such Collateral; provided, further, that if the closing of the sale or disposition of such Collateral is not consummated, Term Loan Agent shall promptly return all release documents to Working Capital Agent. The effectiveness of any such release by Working Capital Agent shall be subject to the sale or disposition of such Collateral described in such request or on substantially similar terms and shall lapse in the event such sale or other disposition does not occur within three (3) Business Days of the anticipated closing date. In any sale or other disposition of any of the Collateral by Term Loan Agent, Term Loan Agent shall conduct such sale or other disposition in a commercially reasonable manner.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or not exercise any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), Action for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors Creditor of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 120 days after receipt by Senor Senior Lender of such Default Notice and (ii) an Insolvency Proceeding; provided that in the event that as of any day during such 120 day period the Subordinated Default that was the subject of the Default Notice shall no longer be continuing, then the Standstill Period shall be deemed not to have commenced, and provided further that such 120 day period shall be tolled (x) for any period during which the Senior Lender or the Subordinated Creditor are stayed by an Insolvency Proceeding or an order issued by a court of competent jurisdiction from taking any Enforcement Action and (y) for any period during which the Subordinated Creditor has otherwise agreed to forbear from exercising its rights with respect to such Subordinated Default. (b) Notwithstanding the provisions of Section 9(a11(a) above: (i) During any Standstill Period, the Subordinated Creditors Creditor shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors Creditor to the position they it would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and; (B) Notwithstanding the expiration of the applicable Standstill Period, the Subordinated Creditors Creditor shall not be permitted to take any Enforcement Action with respect to the Subordinated Indebtedness unless if the Senior Indebtedness has been accelerated; and (C) Notwithstanding the expiration of the Standstill Period, in no event shall the Subordinated Creditor exercise or continue to exercise any such Enforcement Action if the Senior Lender shall have commenced an Enforcement Action, including, without limitation, any of the following: the solicitation of bids from third parties to conduct the liquidation of all or any portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any portion of the Collateral, the notification of account debtors to make payments to the Senior Lender or its agents, the initiation of any action to take possession of all or any portion of the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any portion of the Collateral), or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any portion of the Collateral. (c) Nothing contained in this Section 9 shall limit or impair the obligations and agreements of the Subordinated Creditors set forth in any other Section of this Agreement.

Limitations on Remedies. (a) Upon Notwithstanding anything contained herein to the occurrence contrary, none of any default or event of default (a “Subordinated Default”) in respect of Buyer, Seller, the Subordinated IndebtednessProject Company, no Subordinated Creditor shall (a) accelerate all or any portion of Buyer Indemnitee or Seller Indemnitee will be entitled to any recovery under this Agreement for special, punitive, exemplary, incidental, indirect or consequential damages or lost profits except to the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims extent payable pursuant to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency ProceedingThird Party Claim. (b) Notwithstanding The amount which Buyer or Seller is or may be required to pay to a Seller Indemnitee or Buyer Indemnitee in respect of Seller Damages or Buyer for which indemnification is provided under this Agreement will be reduced by any amounts actually received (including amounts received under insurance policies) by or on behalf of the provisions Seller Indemnitee or Buyer Indemnitee from third parties (net of Section 9(aout-of-pocket costs and expenses (including reasonable legal fees and expenses) above: incurred by such Seller Indemnitee or Buyer Indemnitee in connection with seeking to collect and collecting such amounts and net of any payment or reimbursement obligations of such Seller Indemnitee or Buyer Indemnitee and its Affiliates in respect thereof) in respect of such Seller Damages or Buyer Damages (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Seller Indemnitee or Buyer Indemnitee receives any Indemnity Reduction Amounts in respect of a claim for which indemnification is provided under this Agreement after the full amount of such claim has been paid by Buyer or Seller or after Buyer or Seller has made a partial payment of such Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such claim, then the Seller Indemnitee or Buyer Indemnitee, as applicable, will promptly remit to Buyer or Seller, respectively, an amount equal to the excess (if any) of (i) During any Standstill Periodthe amount theretofore indemnified by Buyer or Seller, as applicable, in respect of such claim, less (ii) the Subordinated Creditors shall accept any cure amount of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they indemnity payment that would have been but for due if such default Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default other third party who would otherwise be obligated to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding the expiration of the applicable Standstill Period, Subordinated Creditors pay any claim shall not be permitted to take any Enforcement Action relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof. Seller and Buyer will, will cause its respective indemnified group to, and will use commercially reasonable efforts to cause each of its representatives to, pursue promptly any claims or rights it may have against insurance policies which would reduce the amount of Seller Damages or Buyer Damagers, respectively, for which indemnification is provided under this Agreement. This clause shall only have force and effect to the Subordinated Indebtedness unless extent its operation would not otherwise adversely affect a Party’s right to seek or obtain recovery in accordance with the Senior Indebtedness has been acceleratedterms of its insurance policies. (c) Nothing contained in this Section 9 shall limit or impair the obligations and agreements of the Subordinated Creditors set forth in any other Section of this Agreement.

Limitations on Remedies. Subject in all respects to the Company’s rights to specific performance described in the following section and certain reimbursement and indemnification obligations of Parent under the Merger Agreement, (ai) Upon in the occurrence event the Parent Termination Fee is paid to the Company in circumstances for which such fee is payable pursuant to the Merger Agreement, payment of the Parent Termination Fee will be the sole and exclusive monetary remedy of the Company and its subsidiaries against Parent, Purchaser, the Investors or any default of their respective former, current or event of default future general or limited partners, stockholders, financing sources (a including the debt financing sources and their affiliates and their respective members, partners and representatives), managers, members, directors, officers or affiliates (collectively, the “Subordinated DefaultParent Related Parties”) in respect for any damages suffered as a result of the Subordinated Indebtednessfailure of the transactions contemplated by the Merger Agreement to be consummated or for a breach or failure to perform under the Merger Agreement or otherwise relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement and (ii) upon payment of such amount none of the Parent Related Parties will have any further liability relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement. Subject in all respects to Parent’s rights to specific performance described in the following section and the reimbursement obligations of the Company under the Merger Agreement, (A) in the event the Company Termination Fee is paid to Parent in circumstances for which such fee is payable pursuant to the Merger Agreement, payment of the Company Termination Fee will be the sole and exclusive monetary damages remedy of the Parent Related Parties against the Company and its subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (collectively, “Company Related Parties”) for any damages suffered as a result of the failure of the transactions contemplated by the Merger Agreement to be consummated or for a breach or failure to perform under the Merger Agreement or otherwise, and (B) upon payment of such amounts none of the Company Related Parties will have any further liability relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement. While each of the Company and Parent may pursue both a grant of specific performance and the payment of the Parent Termination Fee or the Company Termination Fee, as applicable, under no Subordinated Creditor shall (a) accelerate circumstances will the Company or Parent be permitted or entitled to receive both a grant of specific performance that results in a Closing and any money damages, including all or any portion of the Subordinated Indebtedness; (b) commence Parent Termination Fee or join (unless the Senior Lender shall also join)Company Termination Fee, in its capacity as applicable. In connection with any damages suffered by any Parent Related Party as a holder result of the Subordinated Indebtednessfailure of the transactions to be consummated or for a breach or failure to perform under the Merger Agreement or otherwise, other than in the circumstances in which Parent is entitled to receive the Company Termination Fee, and without limiting the reimbursement obligations of the Company under the Merger Agreement, Parent agrees, on behalf of itself and the Parent Related Parties, that the maximum aggregate monetary liability of the Company and the Company Related Parties, if any, will be limited to the amount of the Company Termination Fee, and in no event will Parent or any involuntary proceeding against Parent Related Party seek or be entitled to recover from the Company or any Company Related Parties, and Parent on behalf of its Subsidiaries itself and the Parent Related Parties irrevocably waives and relinquishes any right to seek or recover, any monetary damages in excess of such amount. In connection with any damages suffered by any Company Related Party as a result of the failure of the transactions to be consummated or for a breach or failure to perform under any bankruptcythe Merger Agreement or otherwise, reorganizationother than in the circumstances in which the Company is entitled to receive the Parent Termination Fee and without limiting the reimbursement and indemnification obligations of Parent under the Merger Agreement, readjustment the Company agrees, on behalf of debtitself and the Company Related Parties, arrangement that the maximum aggregate monetary liability of debtParent and the Parent Related Parties, receivershipif any, liquidation or insolvency law or statute will be limited to the amount of any federal or state government; or (c) commence any action or proceeding against the Parent Termination Fee, and in no event will the Company or any Company Related Party seek or be entitled to recover from Parent or any Parent Related Parties, and the Company on TABLE OF CONTENTS behalf of its Subsidiaries itself and the Company Related Parties irrevocably waives and relinquishes any right to seek or recover, any monetary damages in excess of such amount. Each of the parties will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the Merger Agreement and to enforce payment of all or any part specifically the terms and provisions of the Subordinated Indebtedness Merger Agreement (including the right of a party to the Merger Agreement to cause the other parties thereto to consummate the Offer and the Merger and the other transactions contemplated by the Merger Agreement), without proof of damages or take otherwise, this being in addition to any other actions against remedy at law or in equity, and the Company Company, Parent and Purchaser waived any requirement for the posting of any bond or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each similar collateral. Each of the foregoingCompany, Parent and ▇▇▇▇▇▇▇▇▇ agreed that it will not oppose the granting of an “Enforcement Action”)injunction, for a period (the “Standstill Period”), commencing specific performance and other equitable relief on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of basis that or otherwise assert that (i) 180 days after receipt by Senor Lender of such Default Notice and the other party has an adequate remedy at law or (ii) an Insolvency Proceeding. award of specific performance is not an appropriate remedy for any reason at law or equity. The Company will have the right to an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s and Purchaser’s obligations to consummate the Offer (b) Notwithstanding including, subject to the provisions of Section 9(a) above: satisfaction (i) During any Standstill Periodor to the extent waivable, the Subordinated Creditors shall accept any cure waiver by Parent) of the applicable Subordinated Default(sOffer conditions, Purchaser’s obligation to accept for payment, and pay for, Shares tendered in the Offer) proffered by Senior Lender which restores and the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred Merger, and Parent’s obligation under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding the expiration of the applicable Standstill Period, Subordinated Creditors shall not be permitted to take any Enforcement Action Merger Agreement with respect to the Subordinated Indebtedness unless financing, including by exercising its rights in accordance with the Senior Indebtedness has been accelerated. (c) Nothing contained Equity Commitment Letter, subject to the terms and conditions set forth therein and in this Section 9 shall limit or impair the obligations and agreements Merger Agreement. Notwithstanding anything to the contrary in the above paragraph, the right of the Subordinated Creditors Company to seek an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s obligation to cause the equity financing contemplated by the Equity Commitment Letter (the “equity financing”) to be funded to fund the Offer Price and the Merger Consideration and Parent’s and Purchaser’s obligations to consummate the Offer and to effect the Merger (but not the right of the Company to seek such injunctions, specific performance or other equitable remedies for any other reason) will be subject to the requirements that (i) (A) with respect to the Offer and payment of the Offer Price and the equity financing related thereto, all of the Offer conditions were satisfied (other than those conditions that by their terms are to be satisfied at the expiration time, but subject to such conditions being able to be satisfied) or waived at the Offer Expiration Time or (B) with respect to the Merger, the payment of the Merger Consideration and the equity financing related thereto, the conditions set forth in the Merger Agreement were satisfied (other than those conditions that by their terms are to be satisfied at the Closing, but subject to such conditions being able to be satisfied) or waived at the Closing, (ii) the debt financing (or any other Section replacement thereof) has been funded in accordance with the terms thereof or will be funded in accordance with the terms thereof at the Closing if the equity financing is funded at the Closing and (iii) the Company has irrevocably confirmed that if the equity financing and debt financing are funded, then it would take such actions required of this Agreementit by the Merger Agreement to cause the Closing to occur. For the avoidance of doubt, the Company may pursue a grant of specific performance of the type provided in the preceding sentence and the payment of the Parent Termination Fee, but in no event be entitled to obtain both (x) a grant of specific performance and (y) payment of the Parent Termination Fee or any monetary damages.