Common use of Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries Clause in Contracts

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO and UCP. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCP, the prior written consent of PICO, and with respect to PICO, the prior written consent of UCP. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO and UCPeach of Engine (in the case of the Company) or the Company (in the case of a member of the Engine Group), except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of any member of the Engine Group to agree to be a member of the Engine Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall will operate as a waiver thereof, nor shall will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall will be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, representatives and permitted assigns. No Party shall will assign this Agreement or any rights or obligations hereunder without, with respect to UCP, without the prior written consent of PICO, and with respect to PICO, Engine (in the prior written consent of UCP. This Agreement is solely for the benefit case of the Parties and is not enforceable by any other persons Company) or entitiesthe Company (in the case of a member of the Engine Group).

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (and the Annexes hereto) contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each of the Company and UCPthe Investors. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPeach of the Investors, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPeach of the Investors. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each the Company and UCPthe Engaged Stockholders. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany Engaged Stockholder, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPan authorized representative of the Engaged Stockholders. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its the subject mattermatter of this Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each the Company and UCPWW Investors. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPWW Investors, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPWW Investors. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including the Schedules and Exhibits hereto) contains the entire understanding of the Parties parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO and UCPeach party hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPin the case of an assignment by any Xxxxx Group Member, the prior written consent of PICOthe Company, and with respect to PICOand, in the case of an assignment by the Company, the prior written consent of UCPXxxxx on behalf of all Xxxxx Group Members. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each of the Company and UCPEngine, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Engine to agree to be an Engine Member and be bound by the terms and conditions of this Agreement. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall will operate as a waiver thereof, nor shall will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall will be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, representatives and permitted assigns. No Party shall will assign this Agreement or any rights or obligations hereunder without, with respect to UCPany Engine Member, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPEngine. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its this subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications modifications, amendments or waivers of this Agreement can be made except in writing signed by an authorized representative of PICO each the Company and UCPFPA. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany member of FPA, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPFPA. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each of the Company and UCPEngaged. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, representatives and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany member of the Engaged Group, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPEngaged. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiesPersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each the Company and UCPthe Lone Star Value Stockholders . No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany member of the Lone Star Value Stockholders , the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPthe Lone Star Value Stockholders . This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each the Company and UCPthe Lone Star Value Stockholders . No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany member of the Lone Star Value Stockholders , the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPthe Lone Star Value Stockholders . This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entities.persons. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each of the Company and UCPthe Engaged Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany member of the Engaged Group, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPan authorized representative of the Engaged Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO and UCPeach the Parties. No failure on the part of any either Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPeither Party, the prior written consent of PICO, and with respect to PICO, the prior written consent of UCPsuch Party . This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entities.persons. The obligations of the Stockholders under this Agreement are several and not joint. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (and the Annexes) contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each the Company and UCPPrivet. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPPrivet, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPPrivet. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entities.persons. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO and UCPeach of the Parties. No failure on the part of any either Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Time is of the essence in the performance of this Agreement. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, representatives and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPeither Party, the prior written consent of PICO, and with respect to PICO, the prior written consent of UCPother Party. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement and the Backstop Agreement contains the entire understanding of the Parties hereto with respect to its their subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth hereinherein and in the Backstop Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each of the Company and UCPthe Osmium Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany member of the Osmium Group, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPan authorized representative of the Osmium Group. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (and the Annexes) contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each the Company and UCPPrivet. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPPrivet, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPPrivet. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each of the Company and UCPEngaged. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, representatives and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany member of the Engaged Group, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPEngaged. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entities.Persons. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its the subject mattermatter of this Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each the Company and UCPExeter. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPExeter, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPExeter. Any purported assignment without such consent is null and void. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including any schedules, annexes or exhibits hereto) contains the entire understanding of the Parties parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO the Company and UCPBulldog. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by lawLaw. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPBulldog, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPan authorized representative of Bulldog. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each of the Company and UCPthe Lone Star Value Stockholders. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany member of the Lone Star Value Stockholders, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPthe Lone Star Value Stockholders. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.persons. [ The remainder of this page intentionally left blank ]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its this subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications modifications, amendments or waivers of this Agreement can be made except in writing signed by an authorized representative of PICO and UCPeach Party. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPany member of a Shareholder Party, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPeach Shareholder Party. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO and UCPeach party hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPin the case of an assignment by any Sxxxxxx Group Member, the prior written consent of PICOthe Company, and with respect to PICOand, in the case of an assignment by the Company, the prior written consent of UCPSxxxxxx on behalf of all Sxxxxxx Group Members. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons or entitiespersons.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its the subject mattermatter of this Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO each the Company and UCPCove. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPCove, the prior written consent of PICOthe Company, and with respect to PICOthe Company, the prior written consent of UCPCove. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.. [The remainder of this page intentionally left blank]

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement (including the Schedules and Exhibits hereto) contains the entire understanding of the Parties parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of PICO and UCPeach party hereto. No failure on the part of any Party party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party party shall assign this Agreement or any rights or obligations hereunder without, with respect to UCPin the case of an assignment by any BLR Group Member, the prior written consent of PICOthe Company, and with respect to PICOand, in the case of an assignment by the Company, the prior written consent of UCPBLR on behalf of all BLR Group Members. This Agreement is solely for the benefit of the Parties parties hereto and is not enforceable by any other persons or entitiespersons.