Common use of No Waiver; Modifications in Writing Clause in Contracts

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company or the Investors in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor at law or in equity or otherwise. No waiver of or consent to any departure by the Company from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and each Investor. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company either Issuer or the Investors Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either Issuer or the Company or each Investor Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by either Issuer or the Company Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided PROVIDED that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Issuers and each Investorthe Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Issuers or the Initial Purchaser from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Issuers in any case shall entitle or obligate the Company Issuers to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company or the Investors any Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor any Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company or any Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof; PROVIDED, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and each InvestorInitial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, the Subsidiary Guarantors or the Investors any Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor the Subsidiary Guarantors or any Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company or the Subsidiary Guarantors from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Company, the Subsidiary Guarantors and each InvestorInitial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Subsidiary Guarantors from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company or the Subsidiary Guarantors in any case shall entitle or obligate the Company or the Subsidiary Guarantors to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company or the Investors Investor in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each the Investor at law or in equity or otherwise. No waiver of or consent to any departure by the Company or the Investor from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that (i) notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits (ii) Section 5.9 may not be waived or amended by any party hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral (iii) Section 5.10 may not be waived or written, with respect amended by any party hereto unless such section applies to the subject matter hereofInvestor by its terms and (iv) Section 1.7(k) may not be waived by the Investor. Except as otherwise provided hereinin the immediately preceding sentence, no amendment, modification or termination of any provision of this Agreement shall may be effective unless amended except in a written instrument signed in writing by or on behalf of the Company and each the Investor. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Investor from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or any of the Other Agreements unless the same consideration also is offered to all of the parties to the Transaction Documents and the Other Agreements, the holders of Common Stock issued in connection with the Offering or holders of any warrants issued in connection with the Offering (as the case may be). No Seller has, directly or indirectly, made any agreements with any Other Investor relating to the terms or conditions of the transactions contemplated by the Other Agreements and the Transaction Documents except as set forth in the Other Agreements and the Transaction Documents, and, without limiting Section 1.2, no Other Investor has been given terms or conditions that are more favorable than the terms and conditions set forth in this Agreement and the other Transaction Documents. If any Other Agreement is amended or modified by any Seller or Other Investor, then the Investor may, in its sole discretion, choose to have such amendment or modification apply to this Agreement by delivering written notice to the Company. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, the Investor has not made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise.

No Waiver; Modifications in Writing. No failure or delay ----------------------------------- on the ----------------------------------- part of the Company any Issuer or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Issuer or the Company or each Investor Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by any Issuer or the Company Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver -------- shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Issuers and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Issuers or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Issuers in any case shall entitle or obligate the Company Issuers to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor any Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company or any Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereofthereof and, if such party entitled to the benefit thereof is the Company, with the consent of Holdings; provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereofabove. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company Company, with the consent of Holdings, and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on ----------------------------------- the ----------------------------------- part of the Company or the Investors any Specified Holder or NTC in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor any party at law or in equity or otherwise. No waiver of or consent to any departure by the Company from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company Majority Holders, NTC, Xxxxx and each Investorthe Company. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, Agreement and any consent to any departure by the Company any Person from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company any Person in any case shall entitle or obligate the Company such Person to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of any of the Company or the Investors parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further fur- ther exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor parties at law or in equity or otherwise. No waiver of or consent to any departure by the Company Issuers from any provision of this Agreement shall be effective unless signed in writing by the party hereto entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on an behalf of each of the Company Issuers and each InvestorInitial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company any party from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Issuers or the Guarantor in any case shall entitle the Issuers or obligate the Company Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of any Company, the Company Guarantor or the Investors Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Company, the Company Guarantor or each Investor the Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by any Issuer or the Company Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to -------- each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Companies, the Guarantor and each Investorthe Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Companies, the Guarantor or the Initial Purchaser from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Companies or the Guarantor in any case shall entitle the Companies or obligate the Company Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company any Issuer or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Issuer or the Company or each Investor Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by any Issuer or the Company Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, ; provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Issuers and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Issuers or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Issuers in any case shall entitle or obligate the Company Issuers to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company any Issuer or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Issuer or the Company or each Investor Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by the Company any Issuer or Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided -------- that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Issuers and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Issuers or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Issuers in any case shall entitle or obligate the Company Issuers to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, any Guarantor or the Investors any Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, any Guarantor or each Investor any Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company Company, any Guarantor or any Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, ; provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereofabove. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company Company, each Guarantor and each InvestorInitial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Company, the Guarantors or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, a Guarantor or the Investors Initial Purchasers or the Financial Advisor in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, a Guarantor or each Investor the Initial Purchasers or the Financial Advisor at law or in equity or otherwise. No waiver of or consent to any departure by the Company Company, a Guarantor or the Initial Purchasers or the Financial Advisor from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company and each InvestorCompany, the Guarantors, the Initial Purchasers or the Financial Advisor. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Company, a Guarantor, the Initial Purchasers or the Financial Advisor from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company or a Guarantor in any case shall entitle or obligate the Company or a Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Issuers or the Investors Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Issuers or each Investor the Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company Issuers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided provided, however, that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Issuers and each Investorthe Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Issuers from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Issuers in any case shall entitle or obligate the Company Issuers to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company any Issuer or the Investors Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available avail able to any Company, the Company Guarantor or each Investor the Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by any Issuer or the Company Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to -------- each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Companies, the Guarantor and each Investorthe Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Companies, the Guarnator or the Initial Purchaser from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Companies or the Guarantor in any case shall entitle the Companies or obligate the Company Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, the Parent Guarantor or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, the Parent Guarantor or each Investor the Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by the Company Company, the Parent Guarantor or the Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof; provided, provided however, that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Company, the Parent Guarantor and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Company, the Parent Guarantor or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where when notice is specifically required by this Agreement, no notice to or by or demand to or on the Company and the Parent Guarantor in any case shall entitle or obligate the Company and the Parent Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, a Guarantor or the Investors Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, a Guarantor or each Investor the Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company Company, a Guarantor or the Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Company, the Guarantors and each Investorthe Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Company, a Guarantor or the Initial Purchaser from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company or a Guarantor in any case shall entitle or obligate the Company or a Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Issuers or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Issuers or each Investor the Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by the Company Issuers or the Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, ; provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereofabove. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company Issuers and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Issuers or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on any of the Company Issuers in any case shall entitle or obligate any of the Company Issuers to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, any Guarantor or the Investors Initial Purchases in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, any Guarantor or each Investor the Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by the Company Company, any Guarantor or the Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, ; provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereofabove. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company Company, each Guarantor and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Company, the Guarantors or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company or any Guarantor in any case shall entitle or obligate the Company or any Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company GSN or the Investors any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company GSN or each Investor any Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company GSN or any Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party party(ies) entitled to the benefit thereof, ; provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company each of GSN and each InvestorPurchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company GSN or any Purchaser from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company GSN in any case shall entitle or obligate the Company GSN to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company any Issuer or the Investors Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Issuer or the Company or each Investor Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by any Issuer or the Company Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, ; provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Issuers and each Investorthe Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Issuers or the Initial Purchaser from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Issuers in any case shall entitle or obligate the Company Issuers to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, a Guarantor or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, a Guarantor or each Investor the Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by the Company Company, a Guarantor or the Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Company, the Guarantors and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Company, a Guarantor or the Initial Purchasers from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company or any Guarantor in any case shall entitle or obligate the Company or any Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. (a) No failure or delay on the ----------------------------------- part of the Company Company, any of the Sellers or the Investors TD in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, any of the Sellers or each Investor TD at law or in equity or otherwiseequity. No waiver of or consent to any departure by the Company Company, any of the Sellers or TD from any provision of this Agreement shall be effective unless signed in writing and signed by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no No amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing and signed by or on behalf of the Company, the May Purchasers and TD except that the provisions of Section 8.2 of the Purchase Agreement may be amended, modified or terminated by written agreement of the Company and each Investorof the Sellers provided that such amendment, modification or termination shall not be binding upon, or impose any obligations on, TD. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company or the Investors Guarantors or the Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor the Guarantors or the Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company or the Guarantors from any provision of this Agreement shall be effective unless signed in writing by the party hereto entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company Company, the Guarantors and each Investorthe Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Guarantors from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company or the Guarantors in any case shall entitle or obligate the Company or the Guarantors to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of Acquisition and, at and after the Company Effective Time, the Company, or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to Acquisition and, at and after the Company Effective Time, the Company, or each Investor the Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by Acquisition and, at and after the Company Effective Time, the Company, or the Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party -------- hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of Acquisition and, at and after the Company Effective Time, the Company, and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by Acquisition and, at and after the Company Effective Time, the Company, or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on Acquisition and, at and after the Company Effective Time, the Company, in any case shall entitle or obligate Acquisition and, at and after the Company Effective Time, the Company, to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company or the Investors any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor the Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by the Company or the Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and each Investora majority in interest of the Purchasers; provided, however, that no amendment, modification or termination of any provision of this Agreement shall be effective with respect to (i) a Purchaser if such amendment, modification or termination disproportionately effects such Purchaser, unless signed in writing by such Purchaser, or (ii) the terms of the Certificate of Designations. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any Purchaser from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company any Obligor or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any Obligor or the Company or each Investor Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by any Obligor or the Company Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided PROVIDED that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Obligors and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Obligors or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Obligors in any case shall entitle or obligate the Company Obligors to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, MAG or the Investors any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, MAG or each Investor the Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by the Company Company, MAG or the Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company and each InvestorMAG, and a majority in interest of the Purchasers; provided, however, that no amendment, modification or termination of any provision of this Agreement shall be effective with respect to (i) a Purchaser if such amendment, modification or termination disproportionately effects such Purchaser, unless signed in writing by such Purchaser, or (ii) the terms of the Certificate of Designations. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Company, MAG or any Purchaser from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of any of the Company or the Investors parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor parties at law or in equity or otherwise. No waiver of or consent to any departure by the Company Issuers from any provision of this Agreement shall be effective unless signed in writing by the party hereto entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on an behalf of each of the Company Issuers and each InvestorInitial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company any party from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Issuers or the Guarantor in any case shall entitle the Issuers or obligate the Company Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. (a) No failure or delay on the ----------------------------------- part of the Company or the Investors any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor the Purchasers at law or in equity or otherwise. No Prior to the Time of Purchase, no amendment, modification, termination or any provision or waiver of or consent to any departure by the Company from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, after the Time of Purchase, no amendment, modification or modification, termination of any provision or waiver of or consent to any departure by the Company from any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and each Investorholders of a majority of the Units, or, after the Separation Date (as defined in the Memorandum), the principal amount of Discount Notes outstanding. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Initial Purchaser, Holding or the Investors Issuer and, after the Effective Time, the Surviving Company in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude pre- clude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Initial Purchaser, Holding or the Issuer and, after the Effective Time, the Surviving Company or each Investor at law or in equity or otherwise. No waiver of or consent to any departure by the Initial Purchaser, Holding or the Issuer and, after the Effective Time, the Surviving Company from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided PROVIDED that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Initial Purchaser, Holding, and each Investorthe Issuer and, after the Effective Time, the Surviving Company. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Initial Purchaser, Holding or the Issuer and, after the Effective Time, the Surviving Company from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by demand on Holding or demand to or on the Issuer and, after the Effective Time, the Surviving Company in any case shall entitle Holding or obligate the Issuer and, after the Effective Time, the Surviving Company to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, any Guarantor or the Investors Initial Purchases in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, any Guarantor or each Investor the Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company Company, any Guarantor or the Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, ; provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereofabove. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company Company, each Guarantor and each Investorthe Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Company, the Guarantors or the Initial Purchaser from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company or any Guarantor in any case shall entitle or obligate the Company or any Guarantor to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Partnership, the Company, or the Investors Initial Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Partnership, the Company, or each Investor the Initial Purchasers at law or in equity or otherwise. No waiver of or consent to any departure by the Company Partnership, the Company, or the Initial Purchasers from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of -------- any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Partnership, the Company and each Investorthe Initial Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company Partnership, the Company, or the Initial Purchasers from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company Partnership or the Company, in any case shall entitle the Partnership or obligate the Company Company, to any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company or the Investors Guarantors or the Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or each Investor the Guarantors or the Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company or the Guarantors or the Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, ; provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and each Investorof the Guarantors and the Initial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any of the Guarantors or the Initial Purchaser from the terms of any provision of this Agreement, Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company in any case shall entitle or obligate the Company to any other or further notice or demand in similar or other circumstances.or

No Waiver; Modifications in Writing. No failure or delay on the ----------------------------------- part of the Company Company, any Guarantor or the Investors any Initial Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company Company, any Guarantor or each Investor any Initial Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company or any Guarantor from any provision of this Agreement shall be effective unless signed in writing by the party hereto entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. This Agreement, together with the Exhibits hereto, sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company Company, each Guarantor and each InvestorInitial Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any Guarantor from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or by or demand to or on the Company or any Guarantor in any case shall entitle or obligate the Company or any Guarantor to any other or further notice or demand in similar or other circumstances.