Common use of Waivers and Amendments; Rights Cumulative; Consent Clause in Contracts

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Commitment Percentage, (ii) increase the Commitment Payment Amount of such Commitment Party, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (v) have a materially adverse effect on such Commitment Party; (b) the prior written consent of each Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified modified, changed, supplemented or changed altered only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, however, that (a) any Commitment Party’s the prior written consent of each Commitment Party that was an original signatory hereto still a Commitment Party as of such date of amendment, restatement, modification, change, supplement or alteration shall be required for any amendment amendment, restatement, modification, change, supplement or alteration to this Agreement, the RSA or any other Definitive Document that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment PercentagePercentage set forth on Schedule 1, Schedule 2A, or Schedule 2B, or the amount of the Backstop Commitment applicable to such Commitment Party, (ii) increase the Commitment Payment Amount Per Share Purchase Price to be paid in respect of the Unsubscribed Shares, (iii) modify the Put Option Cash Premium, the Put Option Equity Premium, Section 3.1, Section 3.2 or the amount of the Put Option Cash Premium or Put Option Equity Premium applicable to such Commitment Party, (iiiiv) decrease modify its Subscription Rights (including any percentages contained in the definition thereof) or the amount of Rights Offering Shares applicable to such Commitment Premium or adversely modify in any material respect the method of payment thereofParty, (ivv) increase modify its right and requirement to purchase the Commitment Unsubscribed Shares, (vi) modify any of its rights to receive the Expense Reimbursement, the Put Option Cash Premium, the Put Option Equity Premium and the indemnification provisions, (vii) modify the Rights Offering, the aggregate amount of cash proceeds to be received in the Rights Offering of $95 million, the 41.9241% amount of post-Closing shares of New Common Stock (subject to dilution by New Common Stock issued in connection with the Management Incentive Plan and the exercise of the New Warrants) to be issued pursuant to such Commitment Party Rights Offering, or the allocation of rights among classes of debt and equity, (vviii) modify the percentage of New Common Stock to be issued to the holders of 2020 Notes Claims and 2022 Notes Claims, as set forth in the Restructuring Term Sheet and the exhibits thereto, (ix) modify the principal amount, coupon, call schedule, term, security or priority of the New Second Lien Term Loan, as set forth in the Restructuring Term Sheet, the Second Lien Term Loan Term Sheet and the exhibits thereto, (x) modify the percentage of the New Warrants to be issued to the holders of Existing Common Stock and Existing Preferred Stock, the provisions of the New Warrant Term Sheet under the section entitled “Sales of Reorganized Xxxxxx”, the strike price of the New Warrants as determined in accordance with the New Warrant Term Sheet or the term of the New Warrants, as set forth in the Restructuring Term Sheet, the New Warrant Term Sheet and the exhibits thereto, (xi) modify the percentage of New Common Stock to be issued to the holders of Existing Common Stock or Existing Common Stock, as set forth in the Restructuring Term Sheet and the exhibits thereto, (xii) have a materially adverse and disproportionate effect on such Commitment Party, or (xiii) amend, change or alter the definition of “Outside Date” or “Requisite Commitment Parties” (including, for the avoidance of doubt, due to a change in the definition of “Required Consenting Stakeholders”); (b) provided, however, that the prior written consent of each any Defaulting Commitment Party shall not be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as amendments set forth under this Agreement may be made unless either in clauses (ia)(ii) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (iia)(iii) the Requisite Commitment Parties consent to such amendment or modificationabove. Notwithstanding the foregoing, the Commitment Schedule 1, Schedule 2A, and Schedule 2B shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and the Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement and no such revisions shall give rise to any termination right or allow the Commitment Parties to fail to close the transactions contemplated by this Agreement; provided, each Commitment Party shall receive a revised copy of all such Schedules. The terms and conditions of this Agreement (other than (x) Section 7.1(r), Section 7.2, Section 9.1(b)(iv), Section 9.1(b)(xi), and this Section 10.7, the waiver of which shall only be made with the requisite approvals of the Commitment Parties pursuant to this Agreement (including, for the avoidance of doubt, pursuant to this Section 10.7), and (y) other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (Ai) by the Debtors Company and its Subsidiaries only by a written instrument executed by the Company and (Bii) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Any proposed amendment, restatement, modification, change, alteration, supplement or waiver that does not comply with this Section 10.7 shall be ineffective and void ab initio.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified modified, changed, supplemented or changed altered only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s (other than any Defaulting Commitment Party) prior written consent shall be required for any amendment amendment, restatement, modification, change, supplement or alternation that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Commitment Payment Amount of such Commitment PartyPer Common Share Equity Rights Offering Price or the Per Preferred Share Equity Rights Offering Price, (iii) decrease the Backstop Commitment Premium Fee or adversely modify in any material respect the method of payment thereof, (iv) increase the Backstop Commitment of such Commitment Party or (v) have a materially adverse and disproportionate effect on such Commitment Party; (b) the prior written consent no amendment, modification, change, supplement or alteration to any provision of each Commitment Party shall be required for any amendment this Agreement that is defined by reference to the Restructuring Support Agreement may be made without the requisite approval set forth in the Restructuring Support Agreement and this Agreement; (c) no amendment, modification, change, supplement or alteration to any provision of Article IX (or any definition used therein) may be made without the approval of “Requisite Commitment Parties”; the Required Supporting Secured Noteholders and the Required Supporting Unsecured Noteholders (each as defined in the Restructuring Support Agreement), and (cd) no amendment or modification of the rights or obligations of the Unsecured Commitment Parties or the Secured Commitment Parties or the terms of the Unsecured Rights Offering or the Secured Rights Offering as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Unsecured Commitment Parties and the Secured Commitment Parties mutatis mutandis or applied to the terms of the Unsecured Rights Offering and the Secured Rights Offering mutatis mutandis, as applicable or (ii) the Requisite Unsecured Commitment Parties holding at least 66 2/3% of the aggregate Unsecured Backstop Commitment Percentage and Secured Commitment Parties holding at least 66 2/3% of the aggregate Secured Backstop Commitment Percentage consent to such amendment or modification. Notwithstanding the foregoing, the Backstop Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement, and no such revisions shall give rise to any termination right or allow the Commitment Parties to fail to close the transactions contemplated by this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section Sections 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Any proposed amendment, restatement, modification, change, alteration, supplement or waiver that does not comply with this Section 10.7 shall be ineffective and void ab initio.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified modified, or changed only by a written instrument signed by the Company Debtors and the Requisite Commitment PartiesParties (other than a Defaulting Commitment Party); providedprovided that, that (a) any in addition, each Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectlywould have the effect of: (ia) modify modifying such Commitment Party’s Commitment Percentage, (iib) increase increasing the Commitment Payment Amount Per Note Purchase Price to be paid in respect of such Commitment Partythe Rights Offering Notes, (iiic) decrease increasing the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (v) have a materially adverse effect on such Commitment Party; (b) the prior written consent of Rights Offering Amount without each Commitment Party shall be required for having the opportunity (but not the obligation) to participate pro rata in such increase; (d) amending any amendment to of the following: (i) this Section 10.8 or (ii) the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (iie) the Requisite otherwise having a materially adverse and disproportionate effect on such Commitment Parties consent to such amendment or modification. Notwithstanding the foregoingParty; provided, the Commitment Schedule shall be revised as necessary without requiring further, that a written instrument signed by the Company Debtors and the Requisite Commitment Parties (other than a Defaulting Commitment Party) shall be required to reflect changes in amend, restate, modify or change any provision that gives the composition of the Requisite Commitment Parties and Commitment Percentages as a result of Transfers permitted in accordance consent rights with the terms and conditions of this Agreementrespect to any matter. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (Ai) by the Debtors only by a written instrument executed by the Company Debtors and (Bii) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment PartiesParties (provided that each Commitment Party’s prior written consent shall be required for any waiver having the effects referred to in the first proviso of this Section 10.8). No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity. For the avoidance of doubt, nothing in this Agreement shall affect or otherwise impair the rights, including consent rights, of the Commitment Parties under the Restructuring Support Agreement or any other Definitive Document.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any waiver or amendment that would, directly or indirectly: (i) modify such Commitment Party’s Commitment Percentage, provided, however, a Commitment Party’s written consent shall not be required in the event that each Commitment Party’s Commitments are being affected pro rata in accordance with their relative Commitment Percentages, (ii) increase the Commitment Payment Amount of such Commitment PartyPer Unit Purchase Price, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party Party, (v) change the End Date or (vvi) have a materially adverse and disproportionate effect on such Commitment Party; and (b) the prior written consent of each Senior Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The Other than as set forth in the first sentence of this Section 10.7, the terms and conditions of this Agreement (other than the conditions set forth in Section Sections 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Commitment Payment Amount Per Share Purchase Price to be paid in respect of such Commitment Partythe Unsubscribed Shares, or (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (v) have a materially adverse and disproportionate effect on such Commitment Party; and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Commitment Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section Sections 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument (with email being sufficient) signed by the Company Parties and the Requisite Commitment Required Backstop Parties; provided, provided that (a) any Commitment Backstop Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify increase such Commitment Backstop Party’s Commitment PercentagePurchase Price in respect of its Rights Offering Shares, (ii) increase modify such Backstop Party’s pro rata share of the Backstop Commitment Payment Amount Percentage, Backstop Commitment Premium, or Backstop Commitment Termination Premium relative to the other Backstop Parties’ (at the time of such Commitment Partyamendment) pro rata share of the same, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (vi) have a otherwise disproportionately and materially adverse effect on adversely affects such Commitment Backstop Party; and (b) the prior written consent of each Commitment Backstop Party shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment that would, directly or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modificationindirectly modify a Significant Term. Notwithstanding the foregoing, the Commitment Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company Parties and the Requisite Commitment Required Backstop Parties to reflect conforming changes in the composition of the Commitment Backstop Parties and Backstop Commitment Percentages as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 8.1 and Section 7.38.4, the waiver of which shall be governed solely by Article VIIVIII) may be waived (A) by the Debtors Company Parties only by a written instrument executed by the Company Parties and (B) by the Requisite Commitment Required Backstop Parties only by a written instrument executed by the Requisite Commitment Required Backstop Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party hereto otherwise may have at law or in equity.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties, and to the extent permitted in accordance with the terms of the PSA; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Commitment Payment Amount Purchase Price to be paid in respect of such Commitment Partythe Unsubscribed Securities, or (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (v) have a materially adverse and disproportionate effect on such Commitment Party; Party and (b) the prior written consent of each Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment that would, directly or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modificationindirectly modify a Significant Term. Notwithstanding the foregoing, the Commitment Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect conforming changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 and Section 7.37.1, the waiver and amendment of which shall be governed solely by Article VII, the waiver and amendment of which shall be governed by their respective terms) may be waived or amended (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any waiver or amendment that would, directly or indirectly: (i) modify such Commitment Party’s Commitment Percentage, provided, however, a Commitment Party’s written consent shall not be required in the event that each Commitment Party’s Commitments are being affected pro rata in accordance with their relative Commitment Percentages, (ii) increase the Commitment Payment Amount of such Commitment PartyPer Unit Purchase Price, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party Party, (v) change the End Date or (vvi) have a materially adverse and disproportionate effect on such Commitment Party; (b) any Exit Term Loan Commitment Party’s prior written consent shall be required for any waiver or amendment that would, directly or indirectly modify such Exit Term Loan Commitment Party’s Exit Term Loan Backstop Commitment, provided, however, an Exit Term Loan Commitment Party’s written consent shall not be required in the event that each Exit Term Loan Commitment Party’s Exit Term Loan Backstop Commitment is being reduced pro rata relative to the aggregate Exit Term Loan Backstop Commitments provided by the Exit Term Loan Commitment Parties and (c) the prior written consent of each Senior Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The Other than as set forth in the first sentence of this Section 10.7, the terms and conditions of this Agreement (other than the conditions set forth in Section Sections 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.. 67

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified modified, or changed only by a written instrument signed by the Company (on behalf of itself and the Requisite Commitment Partiesother Debtors) and each of the Plan Sponsors; providedprovided that, that in addition to the consents described above, any amendment, restatement, modification, or change that: (a) any Commitment Party’s prior written consent shall be required for any amendment that wouldadversely affects one or more Direct Equity Investors or Backstop Investors (in each case, directly solely in their capacity as such) in a manner disproportionate to its effect on the other Direct Equity Investors or indirectly: (i) modify such Commitment Party’s Commitment PercentageBackstop Investors, respectively, (iisolely in their respective capacity as such with respect to the same class of stock (Common Stock or Preferred Stock)) increase (taking into account the Commitment Payment Amount relative size of such Commitment Party, (iiitheir respective commitments) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (v) have a materially adverse effect on such Commitment Party; (b) shall not be effective without the prior written consent of each Direct Equity Investors or Backstop Investors, respectively, holding a majority of the aggregate respective Commitments held by such affected Direct Equity Investors or Backstop Investors, respectively; (b) changes the Rights Offering Backstop Commitment or Direct Investment Portion of any Equity Commitment Party shall not be required for any amendment to effective without the definition prior written consent of “Requisite such Equity Commitment Parties”Party; and or (c) no amendment or modification reduces the Backstop Fee payable to any Equity Commitment Party, changes the form of payment of the rights Backstop Fee payable to any Equity Commitment Party from Common Stock, or obligations delays beyond the Closing Date the date on which payment of the Backstop Fee is to be paid to any Equity Commitment Parties as set forth under this Agreement may Party not be made unless either (i) effective without the prior written consent of such amendments or modifications are applied to the rights or obligations of each of the Equity Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this AgreementParty. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (Ai) by the Debtors Company only by a written instrument executed by the Company (on behalf of itself and the other Debtors) and (Bii) by the Requisite Equity Commitment Parties only by a written instrument executed by each of the Requisite Commitment PartiesPlan Sponsors; provided that clauses (a) through (c) above shall apply mutatis mutandis to such waiver. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity. For the avoidance of doubt, nothing in this Agreement shall affect or otherwise impair the rights, including consent rights, of the Equity Commitment Parties under the Plan Support Agreement or any other Transaction Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed (with email being sufficient) delivered by the Company Debtors and the Requisite Required Equity Commitment Parties; provided, provided that any amendment that would (a) any modify an Equity Commitment Party’s prior written consent shall be required Backstop Commitment Percentage (which, for any amendment that wouldthe avoidance of doubt, directly includes the Backstop Commitment), share of the Backstop Commitment Premium, or indirectly: share of the Backstop Commitment Termination Premium, (ib) modify increase such Equity Commitment Party’s Commitment PercentagePurchase Price in respect of its Rights Offering Shares, (iic) increase the Commitment Payment Amount of such Commitment Party, modify a Significant Term or (iiid) decrease the Commitment Premium or otherwise disproportionately and materially adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such affect an Equity Commitment Party or (v) have a materially adverse effect on such vis-à-vis the other Equity Commitment Party; (b) Parties shall require the prior written consent of each Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (cwith email being sufficient) no amendment or modification of the rights or obligations of the Debtors and each affected Equity Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modificationParty. Notwithstanding the foregoing, the Commitment Schedule 2.1 and Schedule 2.2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect conforming changes in the composition of the Equity Commitment Parties and Backstop Commitment Percentages as a result of Transfers of any applicable Funding Commitments permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 8.1 and Section 7.38.4, the waiver of which shall be governed solely by Article VIIVIII) may be waived (Aa) by the Debtors only by a written instrument executed by the Company Debtors and (Bb) by the Requisite Required Equity Commitment Parties only by a written instrument executed by the Requisite Required Equity Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party hereto otherwise may have at law or in equity.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Commitment Payment Amount Per Share Purchase Price to be paid in respect of such Commitment Partythe Unsubscribed Shares, (iii) decrease increase the Commitment Premium or adversely modify in any material respect the method of payment thereofRights Offering Amount, (iv) increase the Commitment number of such Commitment Party Rights Offering Shares, or (v) have a materially adverse and disproportionate effect on such Commitment Party; and (b) the prior written consent of each Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Commitment Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 Sections ‎7.1 and Section 7.3‎7.3, the waiver of which shall be governed solely by Article ‎Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified modified, or changed only by a written instrument signed by the Company and the Requisite Commitment Equity Backstop Parties; providedprovided that, that (a) any Commitment in addition, each Equity Backstop Party’s prior written consent shall be required for any amendment that would, would have the effect of: (a) directly or indirectlyindirectly modifying such Equity Backstop Party’s Equity Backstop Amount other than in accordance with Section 2.3(a); (b) increasing the Per Share Purchase Price to be paid in respect of the Rights Offering Shares (except to the extent resulting from a proportionate decrease in the number of Convertible Series A Preferred Shares to be offered in the Rights Offerings); (c) increasing the Rights Offering Amount without each Equity Backstop Party having the opportunity (but not the obligation) to participate pro rata in such increase (for the avoidance of doubt, this clause shall only apply to the Rights Offering Shares to be issued pursuant to this Agreement and shall not apply to any subsequent issuance of Convertible Series A Preferred Shares, it being agreed that no Equity Backstop Party shall be required to purchase such Convertible Series A Preferred Shares); (d) amending any of the following: (i) modify such Commitment Party’s Commitment PercentageSection 2.6 (Designation and Assignment Rights), (ii) increase the Commitment Payment Amount of such Commitment Partythis Section 10.7, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (v) have a materially adverse effect on such Commitment Party; (b) the prior written consent of each Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Equity Backstop Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (iie) the Requisite Commitment Parties consent otherwise having a materially adverse and disproportionate (as compared to other Equity Backstop Parties) effect on such amendment or modification. Notwithstanding the foregoingEquity Backstop Party; provided, the Commitment Schedule shall be revised as necessary without requiring further, that a written instrument signed by the Company and the Requisite Commitment Equity Backstop Parties shall be required to reflect changes in amend, restate, modify or change any provision that gives the composition of the Commitment Requisite Equity Backstop Parties and Commitment Percentages as a result of Transfers permitted in accordance consent rights with the terms and conditions of this Agreementrespect to any matter. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (Ai) by the Debtors only by a written instrument executed by the Company and (Bii) by the Requisite Commitment Equity Backstop Parties only by a written instrument executed by the Requisite Commitment Equity Backstop Parties (provided that each Equity Backstop Party’s prior written consent shall be required for any waiver having the effects referred to in the first proviso of this Section 10.7). Notwithstanding the foregoing or anything to the contrary in this Agreement, following the termination of the rights and obligations of an Equity Backstop Party pursuant to Section 9.3(c), the Company and one or more remaining Equity Backstop Parties may, without the consent of the Requisite Equity Backstop Parties, agree to amend this Agreement to increase the Equity Backstop Percentages of such agreeing Equity Backstop Party or Parties such that, following such increase, the sum of all Equity Backstop Percentages equals one hundred percent (100%). No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity. For the avoidance of doubt, nothing in this Agreement shall affect or otherwise impair the rights, including consent rights, of the Equity Backstop Parties under the Plan Support Agreement or any other Definitive Document.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed (with email being sufficient) delivered by the Company Debtors and the Requisite Required Commitment Parties; provided, provided that any amendment that would (a) any modify a Commitment Party’s prior written consent shall be required Backstop Commitment Percentage (which, for any amendment that wouldthe avoidance of doubt, directly includes the Backstop Commitment), share of the Backstop Commitment Premium, or indirectly: share of the Backstop Commitment Termination Premium, (ib) modify increase such Commitment Party’s Commitment PercentagePurchase Price in respect of any securities to be purchased in connection with the Rights Offering or hereunder, (ii) increase the Commitment Payment Amount of such Commitment Party, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (vc) have modify a materially adverse effect on such Commitment Party; (b) Significant Term shall require the prior written consent of each Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (cwith email being sufficient) no amendment or modification of the rights or obligations of the Debtors and each affected Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modificationParty. Notwithstanding the foregoing, the Commitment Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect conforming changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers of any applicable Funding Commitments permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 8.1 and Section 7.38.4, the waiver of which shall be governed solely by Article VIIVIII) may be waived (Aa) by the Debtors only by a written instrument executed by the Company Debtors and (Bb) by the Requisite Required Commitment Parties only by a written instrument executed by the Requisite Required Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party hereto otherwise may have at law or in equity.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company Debtors and the Requisite Commitment PartiesParties (other than a Defaulting Commitment Party); provided, that (a) any that, in addition, each affected Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectlywould have the effect of: (ia) modify modifying such Commitment Party’s Commitment PercentageAmount, (b) increasing or decreasing the Term Loan Funding Amount to be paid in respect of the Rights Offering Term Loans or Backstop Term Loans, (c) [Reserved]; (d) [Reserved]; (e) amending any of the following: (i) Section 2.4 (Designation of Related Purchasers; Assignment of Commitment Rights) (solely to the extent such amendment limits such Commitment Party’s ability to designate Related Purchasers or make any Commitment Transfer), (ii) increase the Section 3.2 (Payment of Commitment Payment Amount of such Commitment PartyPremium), (iii) decrease the Commitment Premium [Reserved], or adversely modify in any material respect the method of payment thereof, (iv) increase [Reserved]; or (f) otherwise materially adversely and disproportionately modifies the Commitment rights of such Commitment Party or (v) have a materially adverse effect on such hereunder; provided, further, that, in addition, each Commitment Party; (b) the ’s prior written consent of each Commitment Party shall be required for any amendment to that would have the effect of amending any of the following: (A) Section 6.15 (DTC Eligibility; CUSIP; Transferability), (B) this Section 10.8, (C) Section 9.2(a)(ii), or (D) the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. .” The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (Ai) by the Debtors only by a written instrument executed by the Company Debtors and (Bii) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties, each affected Commitment Party, or each Commitment Party, as applicable, in accordance with the first sentence of this Section 10.8). No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further wavier or exercise thereof or the waiver or exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity. For the avoidance of doubt, nothing in this Agreement shall affect or otherwise impair the rights, including consent rights, of the Commitment Parties under the Restructuring Support Agreement or any other Definitive Document. Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any waiver or amendment that would, directly or indirectly: (i) modify such Commitment Party’s Commitment Percentage, provided, however, a Commitment Party’s written consent shall not be required in the event that each Commitment Party’s Commitments are being affected pro rata in accordance with their relative Commitment Percentages, (ii) increase the Commitment Payment Amount of such Commitment PartyPer Unit Purchase Price, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party Party, (v) change the End Date or (vvi) have a materially adverse and disproportionate effect on such Commitment Party; (b) any Exit Term Loan Commitment Party’s prior written consent shall be required for any waiver or amendment that would, directly or indirectly modify such Exit Term Loan Commitment Party’s Exit Term Loan Backstop Commitment, provided, however, an Exit Term Loan Commitment Party’s written consent shall not be required in the event that each Exit Term Loan Commitment Party’s Exit Term Loan Backstop Commitment is being reduced pro rata relative to the aggregate Exit Term Loan Backstop Commitments provided by the Exit Term Loan Commitment Parties and (c) the prior written consent of each Senior Commitment Party that was an original signatory hereto that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The Other than as set forth in the first sentence of this Section 10.7, the terms and conditions of this Agreement (other than the conditions set forth in Section Sections 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior Other than as set forth in Section 10.7(b), this Agreement, including the Exhibits and Schedules, may not be waived, modified, amended or supplemented except with the written consent shall be required for any amendment that would, directly or indirectly: of the Debtors and Requisite Financing Parties. (b) Notwithstanding Section 10.7(a): (i) modify such Commitment Party’s Commitment PercentageAny waiver, modification, amendment or supplement to this Section 10.7 shall require the written consent of all the Parties; (ii) increase any modification, amendment or change to the Commitment Payment Amount definition of such Commitment Party, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (v) have a materially adverse effect on such Commitment Party; (b) Requisite Financing Parties shall require the prior written consent of each Commitment Party; (iii) any change, modification or amendment to this Agreement, the Plan Support Agreement, or the Plan that alters on an economic basis the terms provided in this Agreement or the Plan shall require the written consent of all of the Parties; and (iv) any change, modification or amendment to this Agreement, the Plan Support Agreement or the Plan that treats or affects any Commitment Parties’ Senior Notes Claims, or Equity Interests in a manner that is materially and adversely disproportionate, on an economic or non-economic basis, to the manner in which any of the other Commitment Party’s Senior Notes Claims, or Equity Interests are treated shall require the written consent of such materially adversely and disproportionately affected Commitment Party. (v) In the event that a materially adversely and disproportionately affected Commitment Party does not consent to a waiver, change, modification or amendment to this Agreement requiring the consent of each Commitment Party (a “Non-Commitment Party”), but such waiver, change, modification or amendment receives the consent of Commitment Parties (i) owning at least 66.67% of the outstanding Senior Notes Claims and (ii) representing at least a majority in number of claimants asserting Claims arising under the Senior Notes Claims, this Agreement shall be required for any amendment deemed to the definition of “Requisite have been terminated only as to such Non-Commitment Parties”; Party, and (c) no amendment or modification of the rights or obligations of the this Agreement shall continue in full force and effect with respect to all other Commitment Parties from time to time without the consent of any Commitment Parties who have so consented. (vi) The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as set forth a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power, or remedy under this Agreement may be made unless either (i) shall operate as a waiver of, any such amendments right, power or modifications are applied to the rights remedy or obligations any provision of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modificationthis Agreement. Notwithstanding the foregoing, the Commitment Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Financing Parties to reflect conforming changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Sections 7.1, Section 7.1 7.5 and Section 7.37.6, the waiver and amendment of which shall be governed solely by Article VIItheir respective terms) may be waived or amended (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Financing Parties only by a written instrument executed by the Requisite Commitment Financing Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Required Backstop Parties; provided, that (a) any Commitment Backstop Party’s (other than a Defaulting Backstop Party) prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Backstop Party’s Backstop Commitment Percentage, including with respect to the Direct Investment Shares, (ii) increase the Commitment Payment Amount of such Commitment PartyPer Share Purchase Price, (iii) decrease the Commitment Put Option Premium or adversely modify in any material respect the method of payment thereof, (iv) increase extend the Commitment Outside Date other than as permitted by Section 8.2(a), (v) change any provision of such Commitment Party this Section 10.7 or the definition of “Required Backstop Parties” or (vvi) have a materially adverse and disproportionate effect on such Commitment Backstop Party; (b) the prior written consent of each Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Backstop Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Required Backstop Parties to reflect changes in the composition of the Commitment Backstop Parties and Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement and no such revisions shall give rise to any termination right or allow the Backstop Parties to fail to close the transactions contemplated by this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section Sections 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Required Backstop Parties only by a written instrument executed by the Requisite Commitment Required Backstop Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified modified, or changed only by a written instrument signed by the Company and the Requisite Commitment Consenting Parties; providedprovided that, that (a) any Commitment in addition, each Equity Backstop Party’s prior written consent shall be required for any amendment that would, would have the effect of: (a) directly or indirectlyindirectly modifying such Equity Backstop Party’s Equity Backstop Amount other than in accordance with Section 2.3(a); (b) increasing the Per Share Purchase Price to be paid in respect of the Rights Offering Shares (except to the extent resulting from a proportionate decrease in the number of Convertible Series A Preferred Shares to be offered in the Rights Offering); (c) increasing the Rights Offering Amount without each Equity Backstop Party having the opportunity (but not the obligation) to participate pro rata in such increase (for the avoidance of doubt, this clause shall only apply to the Rights Offering Shares to be issued pursuant to this Agreement and shall not apply to any subsequent issuance of Convertible Series A Preferred Shares, it being agreed that no Equity Backstop Party shall be required to purchase such Convertible Series A Preferred Shares); (d) amending any of the following: (i) modify such Commitment Party’s Commitment PercentageSection 2.6 (Designation and Assignment Rights), (ii) increase the Commitment Payment Amount of such Commitment Partythis Section 10.7, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (v) have a materially adverse effect on such Commitment Party; (b) the prior written consent of each Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Consenting Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (iie) the Requisite Commitment Parties consent otherwise having a materially adverse and disproportionate (as compared to other Equity Backstop Parties) effect on such amendment or modification. Notwithstanding the foregoingEquity Backstop Party; provided, the Commitment Schedule shall be revised as necessary without requiring further, that a written instrument signed by the Company and the Requisite Commitment Consenting Parties shall be required to reflect changes in amend, restate, modify or change any provision that gives the composition of the Commitment Requisite Consenting Parties and Commitment Percentages as a result of Transfers permitted in accordance consent rights with the terms and conditions of this Agreementrespect to any matter. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (Ai) by the Debtors only by a written instrument executed by the Company and (Bii) by the Requisite Commitment Equity Backstop Parties only by a written instrument executed by the Requisite Commitment Consenting Parties (provided that each Equity Backstop Party’s prior written consent shall be required for any waiver having the effects referred to in the first proviso of this Section 10.7). Notwithstanding the foregoing or anything to the contrary in this Agreement, following the termination of the rights and obligations of an Equity Backstop Party pursuant to Section 9.3(c), the Company and one or more remaining Equity Backstop Parties may, without the consent of the Requisite Consenting Parties, agree to amend this Agreement to increase the Equity Backstop Percentages of such agreeing Equity Backstop Party or Parties such that, following such increase, the sum of all Equity Backstop Percentages equals one hundred percent (100%). No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity. For the avoidance of doubt, nothing in this Agreement shall affect or otherwise impair the rights, including consent rights, of the Equity Backstop Parties under the Plan Support Agreement or any other Definitive Document.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified modified, changed, supplemented or changed altered only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, however, that (a) any Commitment Party’s the prior written consent of each Commitment Party that was an original signatory to the Original Agreement still a Commitment Party as of such date of amendment, restatement, modification, change, supplement or alteration shall be required for any amendment amendment, restatement, modification, change, supplement or alteration to this Agreement, the RSA or any other Definitive Document that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment PercentagePercentage set forth on Schedule 1, or Schedule 2, or the amount of the Backstop Commitment applicable to such Commitment Party, (ii) increase the Commitment Payment Amount Per Share Purchase Price to be paid in respect of its Unsubscribed Shares, (iii) modify the Put Option Cash Premium, the Put Option Equity Premium, Section 3.1, Section 3.2 or the amount of the Put Option Cash Premium or Put Option Equity Premium applicable to such Commitment Party, (iiiiv) decrease modify its Subscription Rights (including any percentages contained in the definition thereof) or the amount of Rights Offering Shares applicable to such Commitment Premium or adversely modify in any material respect the method of payment thereofParty, (ivv) increase modify its right and requirement to purchase the Commitment Unsubscribed Shares, (vi) modify any of its rights to receive the Expense Reimbursement, the Put Option Cash Premium, the Put Option Equity Premium and the indemnification provisions, (vii) modify the Rights Offering, the aggregate amount of cash proceeds to be received in the Rights Offering of $95 million, the 41.9241% amount of post-Closing shares of New Common Stock (subject to dilution by New Common Stock issued in connection with the Management Incentive Plan and the exercise of the New Warrants) to be issued pursuant to such Commitment Party Rights Offering, or the allocation of rights among classes of debt and equity, (vviii) modify the percentage of New Common Stock to be issued to the holders of 2020 Notes Claims and 2022 Notes Claims, as set forth in the Restructuring Term Sheet and the exhibits thereto, (ix) modify the principal amount, coupon, call schedule, term, security or priority of the New Second Lien Term Loan, as set forth in the Restructuring Term Sheet, the Second Lien Term Loan Term Sheet and the exhibits thereto, (x) modify the percentage of the New Warrants to be issued to the holders of Existing Common Stock and Existing Preferred Stock, the provisions of the New Warrant Term Sheet under the section entitled “Sales of Reorganized Xxxxxx”, the strike price of the New Warrants as determined in accordance with the New Warrant Term Sheet or the term of the New Warrants, as set forth in the Restructuring Term Sheet, the New Warrant Term Sheet and the exhibits thereto, (xi) modify the percentage of New Common Stock to be issued to the holders of Existing Common Stock or Existing Common Stock, as set forth in the Restructuring Term Sheet and the exhibits thereto, (xii) have a materially adverse and disproportionate effect on such Commitment Party; Party as opposed to all other Commitment Parties (on account of its holdings of 2020 Notes Claims, 2022 Notes Claims and Existing Interests versus those held by all Commitment Parties), or (xiii) amend, change or alter the definition of “Outside Date” or “Requisite Commitment Parties” (including, for the avoidance of doubt, due to a change in the definition of “Required Consenting Stakeholders”), and (b) the prior written consent of each Saba if Saba is still a Commitment Party as of such date of amendment, restatement, modification, change, supplement or alteration shall be required for any amendment amendment, restatement, modification, change, supplement or alteration to this Agreement, the RSA or any other Definitive Document that would: (i) modify any of its rights to receive the Amendment Fee and up to the definition of “Requisite Commitment Parties”; and (c) no amendment Maximum Saba Expense Reimbursement, or modification the amount of the rights Amendment Fee or obligations the Maximum Saba Expense Reimbursement, (ii) modify its Backstop Commitment Percentage set forth on Schedule 2 or the amount of the Backstop Commitment Parties applicable to Saba, (iii) modify Schedule 6 hereto, (iv) modify the percentage of the New Warrants to be issued to the holders of Existing Common Stock and Existing Preferred Stock in any manner that is adverse to holders of Existing Common Stock, (v) materially reduce the percentage of New Common Stock to be issued to the holders of Existing Common Stock, as set forth under this Agreement may be made unless either in the Restructuring Term Sheet and the exhibits thereto, (ivi) such amendments or modifications are applied have a material, disproportionate, and adverse effect on Saba as opposed to the rights or obligations of each of the all other Commitment Parties mutatis mutandis (on account of its holdings of 2020 Notes Claims, 2022 Notes Claims, and Existing Interests versus those held by all Commitment Parties); provided, however, that the consent of any Defaulting Commitment Party shall not be required for any amendments set forth in clauses (a)(ii) or (iia)(iii) the Requisite Commitment Parties consent to such amendment or modificationabove. Notwithstanding the foregoing, the Commitment Schedule 1, and Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and the Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement and no such revisions shall give rise to any termination right or allow the Commitment Parties to fail to close the transactions contemplated by this Agreement; provided, each Commitment Party shall receive a revised copy of all such Schedules. The terms and conditions of this Agreement (other than (x) Section 7.1(s), Section 7.2, Section 9.1(b)(iv), Section 9.1(b)(xi), and this Section 10.7, the waiver of which shall only be made with the requisite approvals of the Commitment Parties pursuant to this Agreement (including, for the avoidance of doubt, pursuant to this Section 10.7), (y) Section 10.7(b), the waiver of which shall only be made with the requisite approval of Saba, as applicable, pursuant to this Agreement (including, for the avoidance of doubt, pursuant to Section 10.7(b)), and (z) other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (Ai) by the Debtors Company and its Subsidiaries only by a written instrument executed by the Company and (Bii) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver 71 on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Any proposed amendment, restatement, modification, change, alteration, supplement or waiver that does not comply with this Section 10.7 shall be ineffective and void ab initio.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed (with email being sufficient) delivered by the Company Parties and the Requisite Required Backstop Commitment Parties; providedprovided that, that in addition, (a) any proposed amendment that would decrease the Backstop Commitment Party’s Percentage (which, for the avoidance of doubt, includes the Backstop Commitment), share of the Backstop Commitment Premium in connection with a pro rata reduction among all Backstop Commitment Parties (at the time directly preceding such amendment) shall require the prior written consent shall be required for (with email being sufficient) of the Supermajority Backstop Commitment Parties; (b) any amendment proposed modification, amendment, waiver or supplement that would, directly or indirectly: , (i) modify such increase the purchase price payable by a Backstop Commitment Party’s Commitment PercentageParty in respect of its New Money Securities (including any Unsubscribed Securities), (ii) increase the Commitment Payment Amount of such a Backstop Commitment Party’s Backstop Commitment Percentage (which, for the avoidance of doubt, includes the Backstop Commitment) (iii) decrease the Backstop Commitment Premium or adversely modify in any material respect Percentage (which, for the method avoidance of payment thereofdoubt, includes the Backstop Commitment), share of the Backstop Commitment Premium, on a non-pro rata basis; (iv) increase the otherwise disproportionately and materially adversely affect a Backstop Commitment of such Commitment Party Party; or (v) have modify a materially adverse effect on such Commitment Party; (b) Significant Term shall require the prior written consent (with email being sufficient) of each affected Backstop Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modificationParty. Notwithstanding the foregoing, the Commitment Schedule 1 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect conforming changes in the composition of the Backstop Commitment Parties and Backstop Commitment Percentages as a result of Transfers of any applicable Backstop Commitments permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 8.1 and Section 7.38.4, the waiver of which shall be governed solely by Article VIIVIII) may be waived (Aa) by the Debtors Company Parties only by a written instrument executed by the Company Parties and (Bb) by the Requisite Required Backstop Commitment Parties only by a written instrument executed by the Requisite Required Backstop Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party hereto otherwise may have at law or in equity.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company and the Requisite Commitment Parties; provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) modify such Commitment Party’s Backstop Commitment Percentage, (ii) increase the Commitment Payment Amount of such Commitment PartyPer Share Discounted Purchase Price or the Per Share Purchase Price, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Backstop Commitment of such Commitment Party or (v) have a materially adverse and disproportionate effect on such Commitment Party; (b) the prior written consent of each Initial Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Unsecured Commitment Parties or the Secured Commitment Parties or the terms of the Unsecured Rights Offering or the Secured Rights Offering as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Unsecured Commitment Parties and the Secured Commitment Parties mutatis mutandis or applied to the terms of the Unsecured Rights Offering and the Secured Rights Offering mutatis mutandis, as applicable or (ii) the Requisite Unsecured Commitment Parties holding at least 662/3% of the aggregate Unsecured Backstop Commitment Percentage and Secured Commitment Parties holding at least 662/3% of the aggregate Secured Backstop Commitment Percentage consent to such amendment or modification. Notwithstanding the foregoing, the Backstop Commitment Schedule shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of Transfers permitted in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (A) by the Debtors only by a written instrument executed by the Company and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified modified, or changed only by a written instrument signed by the Issuer and the Company and the Requisite Commitment Parties; providedprovided that, that (a) any in addition, each Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectlywould have the effect of: (ia) modify modifying such Commitment Party’s Commitment Percentage, (iib) increase increasing the Commitment Payment Amount Per Note Purchase Price to be paid in respect of such Commitment Partythe New Notes, (iiic) decrease increasing the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of such Commitment Party or (v) have a materially adverse effect on such Commitment Party; (b) the prior written consent of New Notes Offering Amount without each Commitment Party shall be required having the opportunity (but not the obligation) to participate pro rata in providing a New Notes Offering Backstop Commitment for such increased amount; (d) amending any amendment to of the following: (i) this Section 10.8 or (ii) the 24 definition of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (iie) the Requisite otherwise having a materially adverse and disproportionate effect on such Commitment Parties consent to such amendment or modification. Notwithstanding the foregoingParty; provided, the Commitment Schedule shall be revised as necessary without requiring further, that a written instrument signed by the Company and the Requisite Commitment Parties shall be required to reflect changes in amend, restate, modify or change any provision that gives the composition of the Requisite Commitment Parties and Commitment Percentages as a result of Transfers permitted in accordance consent rights with the terms and conditions of this Agreementrespect to any matter. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 and Section 7.3, the waiver of which shall be governed solely by Article VII) may be waived (Ai) by the Debtors Issuer and the Company only by a written instrument executed by the Issuer and the Company and (Bii) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment PartiesParties (provided that each Commitment Party’s prior written consent shall be required for any waiver having the effects referred to in the first proviso of this Section 10.8). No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity. For the avoidance of doubt, nothing in this Agreement shall affect or otherwise impair the rights, including consent rights, of the Commitment Parties under any other Definitive Document.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed (with email being sufficient) delivered by the Company Debtors and the Requisite Required Equity Commitment Parties; provided, provided that (a) any amendment that would decrease an Equity Commitment Party’s Backstop Commitment Percentage (which, for the avoidance of doubt, includes the Backstop Commitment), Direct Allocation Percentage (which, for the avoidance of doubt, includes the Direct Allocation Commitment), share of the Backstop Commitment Premium, or share of the Backstop Commitment Termination Premium in connection with a pro rata reduction among all Equity Commitment Parties (at the time directly preceding such amendment) shall require the prior written consent shall be required for (with email being sufficient) of the Supermajority Equity Commitment Parties and the Debtors; provided further that any amendment that would, directly or indirectly: , (i) modify increase such Equity Commitment Party’s Commitment PercentagePurchase Price in respect of its Rights Offering Shares, (ii) increase the Commitment Payment Amount of such an Equity Commitment Party’s Backstop Commitment Percentage (which, for the avoidance of doubt, includes the Backstop Commitment) or Direct Allocation Percentage (which, for the avoidance of doubt, includes the Direct Allocation Commitment), (iii) decrease an Equity Commitment Party’s Backstop Commitment Percentage (which, for the avoidance of doubt, includes the Backstop Commitment), Direct Allocation Percentage (which, for the avoidance of doubt, includes the Direct Allocation Commitment), share of the Backstop Commitment Premium Premium, or adversely modify share of the Backstop Commitment Termination Premium, in any material respect case on a non-pro rata basis vis-à-vis the method of payment thereof, other Equity Commitment Parties (at the time directly preceding such amendment); (iv) increase the otherwise disproportionately and materially adversely affect an Equity Commitment of such Commitment Party Party; or (v) have modify a materially adverse effect on such Commitment Party; (b) Significant Term shall require the prior written consent of each Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Parties”; and (cwith email being sufficient) no amendment or modification of the rights or obligations of the Debtors and each affected Equity Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modificationParty. Notwithstanding the foregoing, the Commitment Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect conforming changes in the composition of the Commitment Backstop Parties and Backstop Commitment Percentages as a result of Transfers of any applicable Funding Commitments permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 8.1 and Section 7.38.4, the waiver of which shall be governed solely by Article VIIVIII) may be waived (Aa) by the Debtors only by a written instrument executed by the Company Debtors and (Bb) by the Requisite Required Equity Commitment Parties only by a written instrument executed by the Requisite Required Equity Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party hereto otherwise may have at law or in equity.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Company Credit Parties and the Requisite Commitment Parties; provided, that that, in addition to the foregoing consents, (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: , (i) modify such Commitment Party’s Backstop Commitment Percentage or Private Placement Commitment Percentage, as the case may be, (ii) increase the Commitment Payment Amount of such Commitment Party, (iii) decrease the Commitment Premium or adversely modify in any material respect the method of payment thereof, (iv) increase the Commitment of Purchase Price to be paid by such Commitment Party in respect of the Unsubscribed New Money First Lien Issuer Notes or Private Placement Notes, as the case may be, or (viii) have a materially adverse and disproportionate effect on such Commitment Party; Party and (b) the prior written consent of each Commitment Party shall be required for any amendment to the definition direct or indirect amendment, modification or waiver of “Requisite Commitment Parties”; and (c) no amendment or modification of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modificationany Significant Term. Notwithstanding the foregoing, the Commitment Schedule 2 and Schedule 3 shall be revised as necessary without requiring a written instrument signed by the Company Credit Parties and the Requisite Commitment Parties or Requisite Private Placement Parties, as applicable, to reflect conforming changes in the composition of the Commitment Backstop Parties and Backstop Commitment Percentages or Private Placement Parties and Private Placement Commitment Percentages, as applicable, as a result of Transfers permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The Subject to the other provisions of this Section 11.7, the terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 Sections 8.1, 8.2 and Section 7.38.3 hereof, the waiver and amendment of which shall be governed solely by Article VIIVIII) may be waived or amended (A) by the Debtors Credit Parties only by a written instrument executed by the Company Credit Parties and (B) by the Requisite Commitment Parties only by a written instrument executed by the Requisite Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.

Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified or changed only by a written instrument signed (with email being sufficient) delivered by the Company Debtors and the Requisite Required Equity Commitment Parties; providedprovided that, that in addition, (a) any proposed amendment that would decrease the Backstop Commitment Party’s Percentage (which, for the avoidance of doubt, includes the Backstop Commitment), Direct Allocation Percentage (which, for the avoidance of doubt, includes the Direct Allocation Commitment), share of the Backstop Commitment Premium, or share of the Backstop Commitment Termination Premium of a BrandCo Lender Equity Commitment Party in connection with a pro rata reduction among all BrandCo Lender Equity Commitment Parties (at the time directly preceding such amendment) shall require the prior written consent (with email being sufficient) of the Supermajority Equity Commitment Parties; (b) any proposed amendment that would decrease Backstop Commitment Percentage (which, for the avoidance of doubt, includes the Backstop Commitment), Direct Allocation Percentage (which, for the avoidance of doubt, includes the Direct Allocation Commitment), share of the Backstop Commitment Premium, or share of the Backstop Commitment Termination Premium of a 2016 Lender Equity Commitment Party in connection with a pro rata reduction among all 2016 Lender Equity Commitment Parties (at the time directly preceding such amendment) shall be required for require the prior written consent (with email being sufficient) of the Required Consenting 2016 Lenders; (c) any amendment proposed modification, amendment, waiver or supplement that would, directly or indirectly: , (i) modify such increase an Equity Commitment Party’s Commitment PercentagePurchase Price in respect of its Rights Offering Shares, (ii) increase the Commitment Payment Amount of such an Equity Commitment Party’s Backstop Commitment Percentage (which, for the avoidance of doubt, includes the Backstop Commitment) or Direct Allocation Percentage (which, for the avoidance of doubt, includes the Direct Allocation Commitment), (iii) decrease the Backstop Commitment Percentage (which, for the avoidance of doubt, includes the Backstop Commitment), Direct Allocation Percentage (which, for the avoidance of doubt, includes the Direct Allocation Commitment), share of the Backstop Commitment Premium, or share of the Backstop Commitment Termination Premium (A) of a BrandCo Lender Equity Commitment Party on a non-pro rata basis vis-à-vis the other BrandCo Lender Equity Commitment Parties or adversely modify (B) of a 2016 Lender Equity Commitment Party vis-à-vis the other 2016 Lender Equity Commitment Parties (in any material respect each case, at the method of payment thereof, time directly preceding such amendment); (iv) increase the Commitment of such otherwise disproportionately and materially adversely affect a BrandCo Lender Equity Commitment Party vis-à-vis the other BrandCo Lender Equity Commitment Parties or a 2016 Lender Equity Commitment Party vis-à-vis the other 2016 Lender Equity Commitment Parties; or (v) have modify a materially adverse effect on such Commitment Party; (b) Significant Term shall require the prior written consent (with email being sufficient) of each affected Equity Commitment Party shall be required for any amendment to the definition of “Requisite Commitment Parties”Party; and (cd) no amendment any proposed modification, amendment, waiver or supplement that would materially, disproportionately and adversely affect the 2016 Lender Equity Commitment Parties vis-à-vis the BrandCo Lender Equity Commitment Parties (including on account of any modification to the Consenting 2016 Lender Significant Terms) shall require the consent of the rights or obligations of the Commitment Parties as set forth under this Agreement may be made unless either (i) such amendments or modifications are applied to the rights or obligations of each of the Commitment Parties mutatis mutandis or (ii) the Requisite Commitment Parties consent to such amendment or modificationRequired Consenting 2016 Lenders. Notwithstanding the foregoing, the Commitment Schedule 2.1 and Schedule 2.2 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect conforming changes in the composition of the Equity Commitment Parties and Backstop Commitment Percentages as a result of Transfers of any applicable Funding Commitments permitted and consummated in accordance compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions set forth in Section 7.1 8.1 and Section 7.38.4, the waiver of which shall be governed solely by Article VIIVIII) may be waived (Aa) by the Debtors only by a written instrument executed by the Company Debtors and (Bb) by the Requisite Required Equity Commitment Parties only by a written instrument executed by the Requisite Required Equity Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party hereto otherwise may have at law or in equity.