Common use of Waivers and Amendment Clause in Contracts

Waivers and Amendment. All rights and remedies hereunder and under the Note Purchase Agreement and the other Related Documents are cumulative and not alternative, and the Collateral Agent may proceed in any order from time to time against the Pledgor or any guarantor of all or any part of the Obligations and their respective assets. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. Any right or power of the Collateral Agent hereunder respecting the Pledged Collateral and any other property or money held hereunder may at the option of the Collateral Agent be exercised as to all or any part of the same and the term the “Pledged Collateral” wherever used herein, unless the context clearly requires otherwise, shall be deemed to mean (and shall be read as) “the Pledged Collateral and any other property or money held hereunder or any part thereof.” No amendment, modification or waiver of any provision of this Agreement, or consent to any departure by the Pledgor therefrom, shall be effective unless the same shall be in writing and signed by the Collateral Agent and the Pledgor. Each amendment, modification or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Waivers and Amendment. All rights and remedies hereunder and under the Note Purchase Agreement and the other Related Documents are cumulative and given hereby or in addition to all others however arising, but it is not alternative, and the Collateral Agent may proceed intended that any right or remedy be exercised in any order from time to time against the Pledgor or any guarantor of all or any part of the Obligations and their respective assetsjurisdiction in which such exercise would be prohibited by law. No failure or delay on the part of the Collateral Agent Lender in the exercise of any power, right or privilege shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. Any right or power of the Collateral Agent Lender hereunder respecting the Pledged Collateral and any other property or money held hereunder may at the option of the Collateral Agent Lender be exercised as to all or any part of the same and the term the “Pledged Collateral” wherever used herein, unless the context clearly requires otherwise, shall be deemed to mean (and shall be read as) “the Pledged Collateral and any other property or money held hereunder or any part thereof.” No amendment, modification or waiver of any provision of this Agreement, or consent to any departure by the Pledgor therefrom, shall be effective unless the same shall be in writing and signed by the Collateral Agent Lender and the Pledgor. Each amendment, modification or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Waivers and Amendment. All rights and remedies hereunder and under With the Note Purchase Agreement written consent of the Company and the other Related Documents are cumulative and Purchasers representing not alternativeless than three-fourths (3/4) of the Preferred Shares then outstanding on an as-converted basis (including Ordinary Shares issued upon conversion of the Preferred Shares), the obligations of the Company, the Ordinary Shareholders, the Founders, and the Collateral Agent Investors under this Agreement may proceed in any order from time to time against the Pledgor or any guarantor of all or any part of the Obligations and their respective assets. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. Any right or power of the Collateral Agent hereunder respecting the Pledged Collateral amended and any other property of its terms may be waived (either generally or money held hereunder may at the option in a particular instance, either retroactively or prospectively and either for a specified period of the Collateral Agent time or indefinitely) and any amendments or waivers so approved shall be exercised binding as to all parties. Neither this Agreement nor any provisions hereof may be changed, waived, discharged or any part terminated orally, but only by a signed statement in writing. Notwithstanding anything to the contrary in this Section 8(d) no waiver or amendment which would have the effect of altering the rights and obligations of the same Ordinary Shareholders and/or the Founders in relation to the rights and obligations of the term the “Pledged Collateral” wherever used herein, unless the context clearly requires otherwise, shall be deemed to mean (and shall be read as) “the Pledged Collateral and any other property or money held hereunder or any part thereof.” No amendment, modification or waiver of any provision of this Agreement, or consent to any departure by the Pledgor therefrom, Investors shall be effective unless against the same Ordinary Shareholders and/or the Founders without the consent of holders of a majority of the then outstanding Ordinary Shares. If an amendment or waiver affects any Founder, Ordinary Shareholder or Investor in a manner that is different from the effect thereof on all other Founders, Ordinary Shareholders or Investors, or imposes any material obligation or liability on a Founder, Ordinary Shareholder or Investor beyond that already imposed on such Founder, Ordinary Shareholder or Investor hereunder prior to such amendment or waiver, then the written consent of such Founder, Ordinary Shareholder or Investor shall be required in writing and signed by the Collateral Agent and the Pledgor. Each amendment, modification order for such amendment or waiver shall to be effective only and binding. Upon the effectuation of each such waiver, consent, agreement, amendment or modification, the Company shall promptly give written notice thereof to the record holders of the Preferred Shares and Ordinary Shares who have not previously consented thereto in the specific instance and for the specific purpose for which it was givenwriting.

Waivers and Amendment. All rights and remedies hereunder and under Section 8(b) of the Note Purchase Amended 2009 Bridge Loan Agreement and the other Related Documents are cumulative and not alternativeis deleted, and the Collateral Agent may proceed following paragraph is hereby substituted in any order from time to time against the Pledgor or any guarantor of all or any part of the Obligations and their respective assets. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. Any right or power of the Collateral Agent hereunder respecting the Pledged Collateral and any other property or money held hereunder may at the option of the Collateral Agent be exercised as to all or any part of the same and the term the “Pledged Collateral” wherever used herein, unless the context clearly requires otherwise, shall be deemed to mean (and shall be read as) “the Pledged Collateral and any other property or money held hereunder or any part thereof.” its place: No amendment, modification modification, termination, or waiver of any provision of this AgreementAmended 2009 Bridge Loan Agreement or any Loan Document to which any Pledgor is a party, or nor consent to any departure by the any Pledgor therefromfrom this Amended 2009 Bridge Loan Agreement or any Loan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent Requisite Lenders, and then such waiver or consent shall be binding on all of the Pledgor. Each amendment, modification or waiver Lenders (except as set forth in the following proviso) and shall be effective only in the specific instance and for the specific purpose for which it was given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Lender against whom enforcement is sought, do any of the following: (i) reduce the principal of, or interest on, such Lender’s Second Amended and Restated Note, or any fees hereunder, or modify any provisions relating to conversion of the such Lender’s Second Amended and Restated Note, or any other economic terms of the such Lender’s Second Amended and Restated Note; (ii) change any date fixed for any payment of principal of, or interest on, such Lender’s Second Amended and Restated Note or any fees thereunder or hereunder; (iii) change the percentage of the unpaid principal amount of such Lender’s Second Amended and Restated Note which shall be required for the Lenders or any of them to take action hereunder; or (iv) amend, modify or waive any provision of this Section. Notwithstanding the foregoing, each Lender shall have the right, without the consent of the other Lenders, to agree to any modification or amendment to its Warrants or Amended and Restated Note, but such Lender shall give prompt written notice of the same to the other Lenders, and the Borrower, on request of any other Lender shall enter into the same modification or amendment with such other Lender as to its Warrants or Second Amended and Restated Note.