Common use of Entire Agreement; Amendment and Waivers Clause in Contracts

Entire Agreement; Amendment and Waivers. This Agreement, including the Exhibits hereto, constitutes the entire agreement among the parties hereto with respect to the matters provided for herein, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein. No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed and delivered by the Company, the holders of the Series B Convertible Preferred Stock representing a majority of the outstanding shares of Series B Convertible Preferred Stock, and the holders of the Series C Convertible Preferred Stock representing a majority of the outstanding shares of Series C Convertible Preferred Stock. No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement or under any other instruments given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver or amendment shall be valid against any party hereto unless made in writing and approved by the holders of the Series B Convertible Preferred Stock representing a majority of the outstanding shares of Series B Convertible Preferred Stock and by the holders of the Series C Convertible Preferred Stock representing a majority of the outstanding shares of Series C Convertible Preferred Stock. Any waiver or amendment effected in accordance with this Section 6.5 shall be binding upon each Series B Preferred Stockholder and each Series C Preferred Stockholder whether or not they have signed the instrument providing for such waiver or amendment. Upon the effectuation of each such waiver or amendment, the Company shall promptly give written notice thereof to the Series B Preferred Stockholders and to the Series C Preferred Stockholders who have not previously consented thereto in writing.

Entire Agreement; Amendment and Waivers. This Agreement, including the Exhibits hereto, Agreement constitutes the entire agreement among between the parties hereto pertaining to the subject matter hereof, and fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof. This Agreement may be amended or waived, each party hereto may take any action herein prohibited or omit to take action herein required to be performed by it and any breach of or compliance with any covenant, agreement, warranty or representation may be waived, only by the written consent or written waiver of holders of at least a majority of the Common Stock Equivalents; provided, however, that if any Stockholder shall be disproportionately and adversely affected by any such amendment or waiver, such amendment or waiver shall only be effective against such Stockholder upon receipt of the written consent or waiver of Stockholders holding at least a majority of the Common Stock Equivalents held by the Stockholder disproportionately and adversely affected by such amendment or waiver; provided, further, however, that, with respect to the matters provided for hereindefinitions of "Affiliate", and it supersedes all prior oral "Harvest Entity", "Incentive Securities", "Original Financial Stockholders", or written agreements"Registrable Securities", commitments to 2.1(b), 2.2(a) or understandings with respect to the matters provided for herein. No amendmentthis Section 4.3, modification or discharge of this Agreement if any Stockholder shall be valid adversely affected by any such amendment or binding unless set forth in writing and duly executed and delivered by the Companywaiver, the holders such amendment or waiver shall only be effective against such Stockholder upon receipt of the Series B Convertible Preferred Stock representing written consent or waiver of Stockholders holding at least a majority of the outstanding shares Common Stock Equivalents held by the Stockholders adversely affected by such amendment or waiver including, in any event, the written consent or waiver of Series B Convertible Preferred Stock, and the holders one of the Series C Convertible Preferred Stock representing Original Financial Stockholders; provided, further, however, that any amendment or waiver of Section 2.1(a)(z) or this proviso shall only be effective upon receipt of the written consent or waiver of Saw Mill and provided, further, however, that any amendment or waiver of Section 2.1(c)(y) or this proviso shall only be effective upon receipt of the written consent or waiver of Subordinated Loan Holders holding a majority of the outstanding shares of Series C Convertible Preferred Stock. No delay or failure Common Stock Equivalents represented by the Company Equity Securities which were distributed on the part of any date hereof by Holdings I to its shareholders who are party hereto in exercising any right, power or privilege under this Agreement or under any other instruments given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver or amendment shall be valid against any party hereto unless made in writing and approved by the holders of the Series B Convertible Preferred Stock representing a majority of the outstanding shares of Series B Convertible Preferred Stock and by the holders of the Series C Convertible Preferred Stock representing a majority of the outstanding shares of Series C Convertible Preferred Stock. Any waiver or amendment effected in accordance with this Section 6.5 shall be binding upon each Series B Preferred Stockholder and each Series C Preferred Stockholder whether or not they have signed the instrument providing for such waiver or amendment. Upon the effectuation of each such waiver or amendment, the Company shall promptly give written notice thereof to the Series B Preferred Stockholders and to the Series C Preferred Stockholders who have not previously consented thereto in writingSenior Subordinated Loans.

Entire Agreement; Amendment and Waivers. This Agreement, including the Exhibits hereto, constitutes the entire agreement among the parties hereto with respect to the matters provided for herein, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein. No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed and delivered by the Company, Company and the holders of the Series B Convertible Preferred Stock representing a majority of the outstanding shares of Series B Convertible Preferred Stock, and the holders of the Series C Convertible Preferred Stock representing a majority of the outstanding shares of Series C Convertible Preferred Stock. No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement or under any other instruments given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver or amendment shall be valid against any party hereto unless made in writing and approved by the holders of the Series B Convertible Preferred Stock representing a majority of the outstanding shares of Series B Convertible Preferred Stock and by the holders of the Series C Convertible Preferred Stock representing a majority of the outstanding shares of Series C Convertible Preferred Stock. Any waiver or amendment effected in accordance with this Section 6.5 shall be binding upon each Series B Preferred Stockholder and each Series C Preferred Stockholder whether or not they have signed the instrument providing for such waiver or amendmentwaiver. Upon the effectuation of each such waiver or amendment, the Company shall promptly give written notice thereof to the Series B Preferred Stockholders and to the Series C Preferred Stockholders who have not previously consented thereto in writing.

Entire Agreement; Amendment and Waivers. This Agreement, including the Exhibits hereto, Agreement constitutes the entire agreement among between the parties hereto pertaining to the subject matter hereof, and fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof. This Agreement may be amended or waived, each party hereto may take any action herein prohibited or omit to take action herein required to be performed by it and any breach of or compliance with any covenant, agreement, warranty or representation may be waived, only by the written consent or written waiver of holders of at least a majority of the Common Stock Equivalents; provided, however, that if any Stockholder shall be disproportionately and adversely affected by any such amendment or waiver, such amendment or waiver shall only be effective against such Stockholder upon receipt of the written consent or waiver of Stockholders holding at least a majority of the Common Stock Equivalents held by the Stockholder disproportionately and adversely affected by such amendment or waiver; provided, further, however, that, with respect to the matters provided for hereindefinitions of "Affiliate", and it supersedes all prior oral "Harvest Entity", "Incentive Securities", "Original Financial Stockholders", or written agreements"Registrable Securities", commitments to 2.1(b), 2.2(a), Article III or understandings with respect to the matters provided for herein. No amendmentthis Section 4.3, modification or discharge of this Agreement if any Stockholder shall be valid adversely affected by any such amendment or binding unless set forth in writing and duly executed and delivered by the Companywaiver, the holders such amendment or waiver shall only be effective against such Stockholder upon receipt of the Series B Convertible Preferred Stock representing written consent or waiver of Stockholders holding at least a majority of the outstanding shares Common Stock Equivalents held by the Stockholders adversely affected by such amendment or waiver including, in any event, the written consent or waiver of Series B Convertible Preferred Stock, and the holders one of the Series C Convertible Preferred Stock representing Original Financial Stockholders; provided, further, however, that any amendment or waiver of Section 2.1(a)(z) or this proviso shall only be effective upon receipt of the written consent or waiver of Saw Mill and provided, further, however, that any amendment or waiver of Section 2.1(c)(y) or this proviso shall only be effective upon receipt of the written consent or waiver of Subordinated Loan Holders holding a majority of the outstanding shares of Series C Convertible Preferred Stock. No delay or failure Common Stock Equivalents represented by the Company Equity Securities which were distributed on the part of any date hereof by Holdings I to its shareholders who are party hereto in exercising any right, power or privilege under this Agreement or under any other instruments given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver or amendment shall be valid against any party hereto unless made in writing and approved by the holders of the Series B Convertible Preferred Stock representing a majority of the outstanding shares of Series B Convertible Preferred Stock and by the holders of the Series C Convertible Preferred Stock representing a majority of the outstanding shares of Series C Convertible Preferred Stock. Any waiver or amendment effected in accordance with this Section 6.5 shall be binding upon each Series B Preferred Stockholder and each Series C Preferred Stockholder whether or not they have signed the instrument providing for such waiver or amendment. Upon the effectuation of each such waiver or amendment, the Company shall promptly give written notice thereof to the Series B Preferred Stockholders and to the Series C Preferred Stockholders who have not previously consented thereto in writingSenior Subordinated Loans.