Common use of Limited Waiver and Amendment Clause in Contracts

Limited Waiver and Amendment. Pursuant to Section 3.8 of the Investor Rights Agreement, the Parties hereby agree: (a) to irrevocably waive any provisions of the Investor Rights Agreement only to the limited extent necessary to permit the Transaction including the AIG Public Offerings; (b) that neither the AIG Common Stock Public Offering nor the AIG Equity Unit Public Offering shall be deemed to constitute an Offering (as such term is defined and used in the Investor Rights Agreement) for purposes of Section 2.2(c)(iv) and (v) of the Investor Rights Agreement; (c) that Section 2.8(b) of the Investor Rights Agreement is hereby deleted in its entirety; (d) that the reference to Section 2.8(b) of the Investor Rights Agreement in Section 2.8(d) thereof is hereby deleted in its entirety; (e) that all references to “270 days” in the Investor Rights Agreement will be deleted and replaced with references to “365 days”; and (f) that the last paragraph of Section 2.10(a) shall be amended to include the following proviso at the end of the third sentence thereof: “; provided, that the Parent, the Investor or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, advisors or other representatives may (1) submit a proposal, statement or inquiry to the Company, or (2) otherwise request an amendment, waiver or termination of clause (ii) above, in each case, with respect to any acquisition of assets or business of the Company constituting less than a material portion of the assets or that does not involve a material business of the Company; provided, however, that any such proposal, statement, inquiry or request shall be made on a confidential basis without any obligation of public disclosure”. The Parties hereby agree that, except as necessary to effectuate the limited waiver and amendment described in clauses (a) through (d) above, the terms of the Investor Rights Agreement shall remain in full force and effect and are not being amended, waived or otherwise modified in any way hereby.