Common use of Entire Agreement; Effect on Prior Agreements; Amendments Clause in Contracts

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment Notes. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities unless the same consideration also is offered to all of the holders of 2008 Amendment Notes. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents in effect prior to this Agreement (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesCompany. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesNotes or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents in effect prior to this Agreement (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesCompany. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesSecond Amended and Restated Notes or holders of the Second Amended and Restated Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority Notes representing at least two-thirds of the aggregate principal amount of the 2008 Amendment NotesNotes then outstanding. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesNotes or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents in effect prior to this Agreement (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesCompany. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesNotes or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors Investor relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents in effect prior to this Agreement (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesInvestor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the holders of 2008 Amendment Notesparties to the Transaction Documents. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents Documents, including through any agreement that is not identical to this Agreement, except as set forth in the Existing Transaction Documents. In the event that the Company enters into any such agreement with more favorable terms than those set forth in this Agreement and the documents contemplated hereby, the Investor shall be granted the benefit of such more beneficial terms.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between among the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by holders of at least 80% of the Exchange Shares then outstanding. No such amendment shall be effective to the extent that it applies to less than all of the holders of a majority of the principal amount of the 2008 Amendment NotesExchange Shares then outstanding. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No consideration shall be offered or paid to any Person person to amend or consent to a waiver or modification of any provision of any of the Existing Transaction Documents, Documents or the Amendments, the Security Documents, or any Series D Certificate of the 2008 Amendment Securities Designations unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of 2008 Amendment NotesExchange Shares, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document in effect prior to this Agreement is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of holding a majority of the aggregate principal amount of the 2008 Amendment Notes; provided that no amendment to this Agreement which has a disproportionate negative impact on any Investor as compared to any other Investor may be made without the prior written consent of such negatively affected Investor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesNotes or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors Investor relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document in effect prior to this Agreement is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesInvestor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities unless the same consideration also is offered to all of the holders of 2008 Amendment Notes. The Company has not, directly or indirectly, made any agreements with any of the Investors Buyers of Series A Warrants and Series B Warrants listed in the Existing Securities Purchase Agreement relating to the terms or conditions of the transactions contemplated by this Agreement on terms more favorable, in form or substance, than those offered in this Agreement. The Company hereby represents and warrants as of the Existing Transaction Documents except as set forth date hereof and covenants and agrees from and after the date hereof until the expiration of forty-five (45) days from the Closing, that none of the terms offered to any other holder of the Investor Warrants relating to the exchange, amendment or early exercise thereof (the “Future Warrant Agreement”) is or will be more favorable to such person than those provided to the Investor and this Agreement shall be, without any further action by Investor or Company, deemed amended and modified in an economically and legally equivalent manner such that the Existing Transaction DocumentsInvestor shall receive the benefit of the more favorable terms contained in such Future Warrant Agreement and issued and/or paid any such more favorable consideration.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document in effect prior to this Agreement is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesCompany. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesNotes or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesInvestor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of 2008 Amendment Notes, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors Investor relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents, this Agreement and the Amended and Restated Notes.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document in effect prior to this Agreement is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesInvestor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities unless the same consideration also is offered to all of the holders of 2008 Amendment Notes. The Company has not, directly or indirectly, made any agreements with any of the Investors Buyers of Series A Warrants, Series B Warrants, and Series C Warrants listed in the Existing Securities Purchase Agreement relating to the terms or conditions of the transactions contemplated by this Agreement on terms more favorable, in form or substance, than those offered in this Agreement. The Company hereby represents and warrants as of the Existing Transaction Documents except as set forth date hereof and covenants and agrees from and after the date hereof until the expiration of forty-five (45) days from the Closing, that none of the terms offered to any other holder of the Investor Warrants relating to the exchange, amendment or early exercise thereof (the “Future Warrant Agreement”) is or will be more favorable to such person than those provided to the Investor and this Agreement shall be, without any further action by Investor or Company, deemed amended and modified in an economically and legally equivalent manner such that the Existing Transaction DocumentsInvestor shall receive the benefit of the more favorable terms contained in such Future Warrant Agreement and issued and/or paid any such more favorable consideration.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes and the documents referenced herein supersede all other prior oral or written agreements between the InvestorInvestors, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the any Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of owning at least a majority of the aggregate principal amount of the 2008 Amendment NotesDebentures then outstanding. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesDebentures or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesRequired Holders. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesAmended and Restated Notes or holders of the Amended and Restated Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 December Amendment Notes. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 December Amendment Securities unless the same consideration also is offered to all of the holders of 2008 December Amendment Notes. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents in effect prior to this Agreement (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesInvestor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesNotes or holders of the Existing Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents Documents, including through any agreement that is not identical to this Agreement, except as set forth in the Existing Transaction Documents. In the event that the Company enters into any such agreement with more favorable terms than those set forth in this Agreement and the documents contemplated hereby, the Investor shall be granted the benefit of such more beneficial terms.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents in effect prior to this Agreement (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company Company, the Selling Investor and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesNew Investor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesNotes or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Other Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents Documents, including through any agreement that is not identical to this Agreement, except as set forth in the Existing Transaction Documents. In the event that the Company enters into any such agreement with more favorable terms than those set forth in this Agreement and the documents contemplated hereby, the Investor shall be granted the benefit of such more beneficial terms.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for This Agreement contains the Existing entire agreement of the parties hereto with respect to the subject matter hereof. This Agreement and the other Amended Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes supersede all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed hereinherein and in the other Amended Transaction Documents, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein therein; and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and Required Holders. No such amendment shall be effective to the extent that Other Investors may be affected thereby, by the holders of a majority it applies to less than all of the principal amount of the 2008 Amendment NotesBuyers. No provision hereof of this Agreement may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No consideration shall be offered or paid to any Person Other Buyer to amend or consent to a waiver or modification of any provision of any of the Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 that Other Buyer’s Amendment Securities Agreement unless the same (or proportionate) consideration also is offered to all of the holders of 2008 Amendment NotesInvestor for a corresponding amendment or consent under this Agreement. The Company has not, directly or indirectly, made any agreements with the Investor, with any of Other Buyer, with the Investors Collateral Agent or with the Buyer Representative relating to the terms or conditions of the transactions contemplated by this Agreement and the Existing Transaction Documents Other Amendment Agreements except as set forth in the Existing Transaction Documentsherein or therein.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents in effect prior to this Agreement (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesCompany. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesNotes or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.. (i)

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between among the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the Investor and Investor. No such amendment shall be effective to the extent that Other Investors may be affected thereby, by it applies to less than all of the holders of a majority of the principal amount of the 2008 Amendment NotesExchange Shares then outstanding. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No consideration shall be offered or paid to any Person person to amend or consent to a waiver or modification of any provision of any of the Existing Transaction Documents, the Amendments, Series C-1 Certificate of Designations or the Security Documents, or any Series C-2 Certificate of the 2008 Amendment Securities Designations unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesSeries C-1 Shares, or holders of Series C-2 Shares, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents in effect prior to this Agreement (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesCompany. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration (on a pro rata basis), other than legal fee reimbursement, also is offered to all of the parties to the Transaction Documents, Holders of Notes or holders of 2008 Amendment Notesthe Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not cancelled or amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority Replacement Warrants representing at least two-thirds of the principal amount aggregate Replacement Warrant Shares issuable upon exercise thereof; provided, however, to the extent that such amendment relates to the rights and/or obligations associated with the Investor Preferred shares, the terms of the 2008 Amendment NotesAmended and Restated Articles of Association shall govern. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities unless the same consideration also is offered to all of the holders of 2008 Amendment Notes. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents hereby except as set forth in the Existing Transaction Documentsor referenced herein as amended or cancelled by this Agreement.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents in effect prior to this Agreement (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesInvestor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesNotes or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents Documents, including through any agreement that is not identical to this Agreement, except as set forth in the Existing Transaction Documents. In the event that the Company enters into any such agreement with more favorable terms than those set forth in this Agreement and the documents contemplated hereby, the Investor shall be granted the benefit of such more beneficial terms.

Entire Agreement; Effect on Prior Agreements; Amendments. Except for the Existing Transaction Documents (in each case, to the extent any such Existing Transaction Document is not amended by this Agreement), this Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor and to the extent that Other Investors may be affected thereby, by the holders of a majority of the principal amount of the 2008 Amendment NotesInvestor. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. 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 Existing Transaction Documents, the Amendments, the Security Documents, or any of the 2008 Amendment Securities Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of 2008 Amendment NotesExisting Notes or holders of the Existing Warrants and the New Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any of the Investors Investor relating to the terms or conditions of the transactions contemplated by the Existing Transaction Documents except as set forth in the Existing Transaction Documents.