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pursuit of my remedies against the other Buyer. Each Buyer hereby waives diligence, demand
<br />of payment, filing of claims with a court in the event of merger or bankruptcy of the other Buyer,
<br />any right to require a proceeding fust against the other Buyer, the benefit of discussion, protest
<br />or notice and all demands whatsoever, and covenants that this agreement will not be discharged
<br />as to any obligation except by satisfaction of such obligation in full. Until Sellers have been paid
<br />in full any amounts due and owing to them under this Amendment and the Purchase and
<br />Contribution Agreement, each Buyer hereby irrevocably waives any claim or other rights which
<br />it may now or hereafter acquire against the other Buyer that arise from the existence, payment,
<br />performance or enforcement of its obligations under this Amendment or the Purchase and
<br />Contribution Agreement, including, without limitation, any right of reimbursement, exoneration,
<br />contribution, indemnification, any right to participate in any claim or remedy of any Seller
<br />against the other Buyer or any collateral that any Seller hereafter acquires, whether or not such
<br />clam, remedy or right arises in equity, or under contact, statute or common law, including,
<br />without limltedon, the right to take or receive from the other Buyer, directly or indirectly, in cash
<br />or other property or by set-off in any other manner, payment or security on account of such claim
<br />or other rights. To the fullest extent permitted by applicable law, the obligations of each Buyer
<br />under this Amendment and the Purchase and Contribution Agreement shall not be affected by (a)
<br />the failure of rhe applicable obligee to assert any claim or demand or to enforce any right or
<br />remedy against the other Buyer pursuant to the provisions of this Amendment or the Purchase
<br />and Contribution Agreement or otherwise, (b) any rescission, waiver, amendment or
<br />modification of, or any release from any ofthe terms or provisions ofthis Amendment or the
<br />Purchase and Contribution Agreement or the invalidity or unenforceability (in whole or in pan)
<br />of this Amendment or the Purchase and Contribution Agreement, unless consented to in writing
<br />by Sellers, each Buyer, and Falcon and (e) any change in the existence (corporate or otherwise)
<br />of either Buyer or any Seller or any insolvency, bankruptcy, reorganization or similar proceeding
<br />affecting any of them or their assets.
<br />13. Exhibit F to the Purchase and Contribution Agreement is hereby amended in its
<br />entirety as set forth on the attached Exhibit 1.
<br />14. The parties hereby agree that the Purchase and Contribution Agreement is hereby
<br />deemed amended in all respects necessary to give effect to the consents, agreements and waivers
<br />contained in this Amendment, whether or not a particular Section or provision of the Purchase
<br />and Contribution Agreement has been referred to in this Amendment. Except as amended
<br />hereby, the Purchase and Contribution Agreement shall remain unchanged and in full force and
<br />effect, and this Amendment shall be governed by and subject to the terms of the Purchase and
<br />Contribution Agreement, as amended hereby. From and after the date of this Amendment, each
<br />reference in the Purchase and Contribution Agreement to "this Agreement, "hereof,"
<br />"hereunder"or words of like import, and all references to the Purchase and Contribution
<br />Agreement in any and all agreements, instruments, documents, notes, certificates and other
<br />writings of every kind and nature (other than in this Amendment or as otherwise expressly
<br />provided) shall be deemed to mean the Purchase and Contribution Agreement, as amended by
<br />this Amendment, whether or not such Amendment is expressly referenced.
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