Common use of Certain Waivers Clause in Contracts

Certain Waivers. (a) Subordinated Creditor hereby (i) waives any and all notice of the incurrence of the Senior Debt or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

Certain Waivers. (a) Subordinated Creditor hereby (i) waives any and all notice of the incurrence of the Senior Debt or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors Lenders to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors Lenders is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors Lenders shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors Lenders arising out of any and all actions not in breach of this Agreement which the Senior Creditors Lenders may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors Lenders have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors Lenders shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors Lenders and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

Certain Waivers. (a) Subordinated Creditor Except as expressly provided for herein, each Credit Party hereby (i) waives set-off, counterclaim, demand, presentment, protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a defense to any demand under any Loan Document. Each Credit Party hereby waives any and all notice of the incurrence of the Senior Debt defenses and counterclaims it may have or could interpose in any action or procedure brought by Agent, Documentation Agent, L/C Issuer or any part thereof; other Lender Party to obtain an order of court recognizing the assignment of, or Lien of Agent, for the benefit the Lender Parties, in and to, any Collateral. (b) The Obligations are the joint and several obligation of each Credit Party. To the fullest extent permitted by applicable law, the obligations of each Credit Party shall not be affected by (i) the failure of any Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Credit Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) waives any and all rights it may have to require the Senior Creditors to marshal assetsrescission, to exercise rights waiver, amendment or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or ordermodification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to claim perfect any security interest in, or the benefit release of, any of any appraisal, valuation the Collateral or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act security held by or on behalf of Agent or any other Lender Party. (c) The obligations of each Credit Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the Senior Creditors is adverse to indefeasible payment in full in cash of the interest Obligations after the termination of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated CreditorCommitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and Subordinated Creditor hereby waives shall not be subject to any claim against defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Senior Creditors arising out invalidity, illegality or unenforceability of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt Obligations or otherwise. Without limiting the generality of the foregoing, Subordinated Creditor agrees that the Senior Creditors obligations of each Credit Party hereunder shall have no duty not be discharged or obligation impaired or otherwise affected by the failure of Agent, Documentation Agent or any other Lender Party to maximize the return assert any claim or demand or to enforce any class of creditors holding indebtedness of remedy under this Agreement, any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior other Loan Document or any Subordinated Debt Document; (ii) the occurrence other agreement, by any waiver or modification of any Insolvency Event in respect provision of any Obligor; thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Credit Party or that would otherwise operate as a discharge of any Credit Party as a matter of law or equity (iiiother than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). (d) whether To the Senior Debtfullest extent permitted by applicable law, each Credit Party waives any defense based on or arising out of any defense of any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the liens cessation from any cause of the liability of any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. Agent, Documentation Agent and the other Lender Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security interests securing in lieu of foreclosure, compromise or adjust any part of the Senior DebtObligations, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection make any other accommodation with any Insolvency Event; (iv) any change in the time, manner or place of payment ofother Credit Party, or exercise any other right or remedy available to them against any other Credit Party, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Credit Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other terms ofright or remedy of such Credit Party against any other Credit Party, all or any of as the Senior Debt or the Subordinated Debtcase may be, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debtsecurity.

Certain Waivers. (a) Subordinated Creditor hereby (i) waives The Notes Collateral Agent acknowledges that Moriah has not made any and all notice warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the incurrence Moriah Loan Agreements or the collectibility of the Senior Debt or any part thereof; Moriah Claim. (iib) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf Each of the Senior Creditors is adverse Notes Collateral Agent and Moriah shall be entitled to manage and supervise its financial arrangements with each Loan Party in accordance with its usual practices, modified from time to time as it deems appropriate under the interest circumstances, without affecting the validity or enforceability of Subordinated Creditor; this Agreement. (iiic) agrees that the Senior Creditors Moriah shall have no liability to Subordinated Creditorthe Notes Collateral Agent for, and Subordinated Creditor the Notes Collateral Agent hereby waives any claim which the Notes Collateral Agent may now or hereafter have against the Senior Creditors Moriah arising out of any and all actions not which Moriah, in breach of this Agreement which the Senior Creditors may take good faith, takes or permit or omit omits to take (including, without limitation, actions with respect to the Senior Loan Documents (including any failure to perfect creation, perfection or obtain perfected continuation of liens or security interests in any existing or future Collateral, actions with respect to the Collateral)occurrence of a default or event of default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Noteholder Claim from any account debtor, guarantor or any other person) with respect to and in accordance with any Moriah Loan Agreements or any other agreement related thereto or to the collection of the Senior Debt Moriah Claim or the valuation, use, protection or release of the Collateral, so long as any such actions are taken in a manner consistent with the terms of this Agreement or any election of the application of Section 1111(b)(2) of the Bankruptcy Code. (d) Moriah acknowledges that the Notes Collateral Agent has made no warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Noteholder Agreements or the collectibility of the Noteholder Claim. (e) The Notes Collateral Agent shall have no liability to Moriah for, and Moriah hereby waives any claim which Moriah may now or hereafter have against the Notes Collateral Agent arising out of any and all actions which the Notes Collateral Agent, in good faith, takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of liens or security interests in any existing or future Collateral, actions with respect to the occurrence of a default or event of default, actions with respect to the foreclosure upon, or sale, liquidation release, or other disposition depreciation of, or failure to realize upon, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance Collateral and actions with respect to the collection of any claim for all or preservation any part of the Moriah Claim from any account debtor, guarantor or any other person) with respect to and in accordance with the Noteholder Agreements or any other agreement related thereto or to the collection of the Noteholder Claim or the valuation, use, protection or release of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to so long as any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event actions are taken in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection manner consistent with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document this Agreement or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect election of the Senior Debt or application of Section 1111(b)(2) of the Subordinated DebtBankruptcy Code.

Certain Waivers. (a) Subordinated Creditor hereby (i) waives any and all notice of the incurrence of the Senior Debt or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors Lenders to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available 15 Select one, as appropriate. under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors Lenders is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors Lenders shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors Lenders arising out of any and all actions not in breach of this Agreement which the Senior Creditors Lenders may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors Lenders have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors Lenders shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors Lenders and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

Certain Waivers. (a) Subordinated Creditor hereby (i) All of the Loan Document Debt shall be deemed to have been made or incurred in reliance upon this Agreement. T▇▇▇▇▇▇ expressly waives any and all notice of the incurrence acceptance by Agent and the Lenders of the Senior Debt subordination and other provisions of this Agreement and all other notices not specifically required pursuant to the terms of this Agreement whatsoever, and T▇▇▇▇▇▇ expressly consents to reliance by Agent and each Lender upon the subordination and other agreements as herein provided. T▇▇▇▇▇▇ agrees that none of Agent or any part thereof; Lender has made any warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Loan Documents or the collectibility of the obligations thereunder, that Agent and the Lenders shall be entitled to manage and supervise the Loan Document Debt in accordance with applicable law and their usual practices, modified from time to time as they deem appropriate under the circumstances, and that Agent and the Lenders shall not have any liability to T▇▇▇▇▇▇ or the Sellers for, and T▇▇▇▇▇▇ (iion behalf of himself and the Sellers) waives any and all rights it claim which T▇▇▇▇▇▇ may now or hereafter have to require the Senior Creditors to marshal assets, to exercise rights against Agent or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors Lender arising out of (a) any and all actions not in breach of this Agreement which the Senior Creditors Agent or any Lenders may take or permit or omit to take (including, without limitation, actions with respect to the Senior Loan Documents (including any failure to perfect creation, perfection or obtain perfected continuation of liens on or security interests in the Collateral)Loan Document Debt, actions with respect to the occurrence of a Loan Document Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, the Collateral and actions with respect to the collection of any claim for all or any part of the Loan Document Debt from any account debtor, guarantor or any other party) with respect to the documents regarding the Loan Document Debt or any other agreement related thereto or to the collection of the Senior Loan Document Debt or the foreclosure uponvaluation, use, protection or release of the Collateral and/or other security for the Loan Document Debt, (b) the election by the holders of the Loan Document Debt in any Insolvency Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or (c) any borrowing of, or sale, liquidation grant of a security interest under Section 364 of the Bankruptcy Code to Borrower or other disposition of, any Collateral; and (iv) Guarantor as debtor-in-possession. T▇▇▇▇▇▇ agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors Agent shall have no duty or obligation to maximize the return to marshal any class of creditors holding indebtedness of property, instruments, documents, agreements or guaranties (including any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of Collateral) before enforcing its rights against any realization, sale, disposition or liquidation portion of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidationits rights herein as against T▇▇▇▇▇▇. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

Certain Waivers. (a) Subordinated Creditor hereby (i) waives any and all notice of the incurrence of the Senior Debt or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) Guarantor agrees that the Senior Creditors obligations of Guarantor hereunder shall have no liability to Subordinated Creditornot be released, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not modified or discharged, in breach of this Agreement which the Senior Creditors may take whole or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral)part, the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective ofby: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment or performance of any of the Obligations, or any other amendment or waiver of, or in any other terms ofconsent to departure from, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the Obligations or of the Merger Agreement; (ii) any Senior Loan Document release or amendment or waiver of, or consent to departure from, any other guarantee or other credit support document, or any Subordinated Debt Document exchange, release or non-perfection of any collateral, security or other credit support for the Obligations; (iii) the failure or delay of the Company to enforce any right or remedy against Parent, Merger Sub Guarantor, or any guarantee thereofother Person; (iv) the adequacy of any other means the Company may have of obtaining payment or performance of the Obligations; (v) any change in the corporate existence, structure or ownership of Parent or Guarantor; (vi) any voluntary or involuntary insolvency, bankruptcy, reorganization, liquidation, dissolution, receivership, marshaling of assets, assignment for the benefit of creditors or other circumstances similar proceeding affecting Parent or Merger Sub or any other Person now or hereafter liable with respect to the Obligations (vii) any change in the applicable Law of any jurisdiction; or (viii) any other act or omission that may vary the risk of or to Guarantor or otherwise operate as a discharge of Guarantor as a matter of law or equity, other than the indefeasible payment or performance of the Obligations in accordance with their terms. (b) Guarantor hereby expressly waives (i) any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Company; (ii) promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind, other than notices expressly required to be given under the Merger Agreement or this Guarantee; (iii) any and all defenses which otherwise might may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect; (iv) any right to require the marshaling of assets of Parent, Merger Sub or of any other Person; (v) all rights of subrogation, indemnification, reimbursement, exoneration or contribution (whether arising by contract or operation of law or in equity, including, without limitation, any such right under bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights) arising prior to the satisfaction in full of the Obligations; and (vi) all suretyship defenses generally. (c) Notwithstanding any other provision hereof, Guarantor hereby reserves to itself all rights, defenses and counterclaims to which Parent is entitled under the Merger Agreement, other than (i) defenses arising out of any bankruptcy, insolvency, or similar proceedings affecting Parent or its assets, and (ii) defenses arising from any lack of authority of Parent to enter into or perform its obligations under the Merger Agreement or any other agreement or instrument referred to therein. All limitations on the liability of Parent expressly set forth in the Merger Agreement shall apply equally to limit the liability of Guarantor hereunder, and shall constitute a defense available to, or a discharge of, any Obligor in respect single limitation on the combined liability of Parent under the Senior Debt or the Subordinated DebtMerger Agreement and of Guarantor under this Guarantee.

Certain Waivers. (a) Subordinated Creditor Guarantor hereby waives notice of acceptance of this Limited Guaranty and notice of the Guarantor Obligations, waives presentment, demand for payment, protest, notice of dishonor or nonpayment of the applicable Buyer Obligations, notice of acceleration or intent to accelerate the applicable Buyer Obligations, and any other notice to Buyer, and waives suretyship defenses generally (other than fraud or Intentional Breach by Seller or any of its Subsidiaries or Affiliates, defenses to the payment of the applicable Buyer Obligations under the Purchase Agreement that are available to Buyer arising from Seller’s breach of the Purchase Agreement (but specifically excluding any defenses arising from the bankruptcy, insolvency or similar rights of Buyer, or defenses related to Buyer’s capacity to enter into the Purchase Agreement) or breach by Seller of this Limited Guaranty), and Seller is not obligated to file any suit or take any action, or provide any notice to Buyer or Guarantor, or others, except, in each case, as expressly provided in the Purchase Agreement or in this Limited Guaranty. Without limiting the generality of the foregoing, Guarantor agrees that the Guarantor Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure of Seller to assert any claim or demand or to enforce any right or remedy against Buyer with respect to the applicable Buyer Obligations, (b) any extensions or renewals of the applicable Buyer Obligations; (c) any rescissions, waivers, amendments or modifications of the Purchase Agreement; (d) the adequacy of any means available to Seller to claim payment or performance of the applicable Buyer Obligations; (e) any change in the corporate (or other applicable entity) existence, structure or ownership of Buyer or any other Person liable with respect to any of the applicable Buyer Obligations; (f) any insolvency, bankruptcy, reorganization or other similar proceedings affecting Buyer or any other Person liable with respect to any of the applicable Buyer Obligations; (g) the existence of any claim, set-off or other rights which Guarantor may have at any time against Buyer, whether in connection with the applicable Buyer Obligations or otherwise; (h) the adequacy of any other means Seller may have of obtaining repayment of any of the applicable Buyer Obligations; (i) waives except as otherwise provided herein, the addition or release of any and all notice Person or entities primarily or secondarily liable for the applicable Buyer Obligations; (j) any discharge of the incurrence Guarantor as a matter of law (other than as a result of payment of the Senior Debt Guarantor Obligations in accordance with their terms); or (k) the addition, substitution or release of any part thereof; (ii) person interested in the transactions contemplated by the Purchase Agreement. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights it or defenses arising by reason of any law which would otherwise require any election of remedies by the Seller. However, Guarantor reserves the right to assert defenses that Buyer may have to require payment or performance of the Senior Creditors to marshal assetsapplicable Buyer Obligations under the express terms of the Purchase Agreement, to exercise other than defenses arising from the bankruptcy, insolvency or similar rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or orderof Buyer, or defenses related to claim Buyer’s capacity to enter into the benefit of any appraisal, valuation or other similar right Purchase Agreement. The Guarantor acknowledges that may otherwise be available under applicable law, regardless of whether any action or failure to act it will receive substantial direct and indirect benefits from the transactions contemplated by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees Purchase Agreement and that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out waivers set forth in this Limited Guaranty are knowingly made in contemplation of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidationbenefits. (b) Subordinated Creditor confirms The Guarantor hereby unconditionally waives any rights that this Agreement shall govern as between it may now have or hereafter acquire against Buyer that arise from the Senior Creditors and existence, payment, performance, or enforcement of the Subordinated Creditor irrespective of: (i) any lack of validity Guarantor’s obligations under or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of this Limited Guaranty or any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or other agreement in connection with therewith, including, without limitation, any Insolvency Event; (iv) right of subrogation, reimbursement, exoneration, contribution or indemnification and any change right to participate in any claim or remedy of Seller against Buyer or such other Person in respect of claims of Seller, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the timeright to take or receive from Buyer or such other Person, manner directly or place of payment ofindirectly, in cash or other property or by set-off or in any other terms ofmanner, payment or security on account of such claim, remedy or right, unless and until all or any of the Senior Debt Guarantor Obligations and all other amounts payable under this Limited Guaranty shall have been previously paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guarantor Obligations, such amount shall be received and held in trust for the benefit of the Seller, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Subordinated Debt, or any amendment or waiver or other modification, including any increase Seller in the amount thereofsame form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guarantor Obligations, whether by course of conduct or otherwise, of in accordance with the terms of any Senior Loan Document the Purchase Agreement, whether matured or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available tounmatured, or a discharge of, to be held as collateral for any Obligor in respect of the Senior Debt or the Subordinated DebtGuarantor Obligations thereafter arising.

Certain Waivers. (a) All of the Senior Indebtedness and Subordinated Creditor hereby (i) --------------- Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement. Subordinated Lender waives any and all notice of the incurrence acceptance by Senior Lender of the subordination and other provisions of this Agreement and agrees that Senior Lender has made no representations or warranties with respect to the legality, validity, enforceability, collectability or perfection of the Senior Debt Indebtedness or any part thereof; (ii) waives liens held by it in connection therewith. Senior Lender agrees that Subordinated Lender has made no representations or warranties with respect to the legality, validity, enforceability, collectability or perfection of the Subordinated Indebtedness or any liens held by it in connection therewith. Subordinated Lender agrees that Senior Lender shall be entitled to manage and all supervise its loans to Debtor in accordance with applicable law and its normal business practices, modified from time to time as it deems appropriate under the circumstances, without regard to the existence of any rights it that Subordinated Lender may now or hereafter have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim any Collateral, except that Senior Lender shall comply with the benefit terms of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the this Agreement. Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors Lender shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out Lender as a result of any and all lawful actions not in breach of this Agreement which the that Senior Creditors may take Lender takes or permit or omit omits to take (including actions with respect to the creation, perfection or continuation of its liens, actions with respect to the occurrence of a default or event of default under the Senior Loan Documents (including any Documents, actions with respect to the foreclosure, sale, release or failure to perfect or obtain perfected security interests realize upon, any Collateral (except that Senior Lender must use care in accordance with its normal and customary business practices to ensure the Collateralsafe custody of the Collateral in its possession), and actions with respect to the collection of any claim for all or any part of the Senior Debt Indebtedness from any account debtor of Debtor or the foreclosure uponany other Person), regardless of whether any such actions or sale, liquidation omissions may affect Senior Lender's rights to a deficiency or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express Subordinated Lender's rights of subrogation or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwisereimbursement. Without limiting the generality of the foregoing, Subordinated Creditor agrees that the Lender waives any otherwise valid legal or equitable right (a) to require Senior Creditors shall have no duty or obligation Lender to maximize the return to marshal any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation portion of the Collateral may affect the amount or otherwise to seek satisfaction from any particular property of proceeds actually received by such class of creditors Debtor or from such realizationany other Person, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between to oppose any motion or application by Senior Lender or Debtor for Senior Lender to provide debtor-in-possession financing, allow use of cash collateral, provide adequate protection of Senior Lender's interest in the Collateral, or grant relief from the automatic stay to permit Senior Creditors Lender to enforce its rights and remedies with respect to the Subordinated Creditor irrespective of: Collateral, or (ic) otherwise to prohibit, delay, control, or limit in any lack of validity manner the sale or enforceability other disposition by Senior Lender of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any portion of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated DebtCollateral.

Certain Waivers. (a) Subordinated Creditor hereby (i) waives any and all notice The Investors each agree that Parent may, pursuant to the terms of the incurrence Merger Agreement, at any time and from time to time, without notice to or further consent of the Senior Debt Investors, extend the time of payment of the Closing Commitment or the Damages Commitment, as applicable, and may also make any part agreement with the Company for the extension, renewal, payment, compromise, discharge or release thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights in whole or remedies in a particular mannerpart, to forbear from exercising such rights and remedies without in any particular manner way impairing or order, or to claim affecting the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take Investors’ respective obligations with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt Closing Commitment or the foreclosure uponDamages Commitment, as applicable, under this letter agreement or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that affecting the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of this letter agreement or the Merger Agreement. The Investors each agree that the obligations of each Investor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure or delay on the part of Parent to assert any Senior Loan Document claim or demand or to enforce any right or remedy against the Investors (or any Subordinated Debt Documentpermitted assignee); (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (ivb) any change in the time, place or manner or place of payment ofof the Closing Commitment or the Damages Commitment, as applicable, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof (so long as any such amendments or modifications do not increase the amount of the Closing Commitment or the Damages Commitment, as applicable); (c) any change in the legal existence, structure or ownership of Parent or the Investors (or any permitted assignee); (d) any insolvency, bankruptcy, restructuring, reorganization or other similar proceeding affecting Parent or the Investors (or any permitted assignee); (e) the existence of any claim, set-off or other right which any Investor (or any permitted assignee) may have at any time against Parent, whether in connection with the Closing Commitment or the Damages Commitment, as applicable, or otherwise; or (f) the adequacy of any other means Parent may have of obtaining payment related to the Closing Commitment or the Damages Commitment, as applicable. To the fullest extent permitted by Law, each Investor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by Parent other than those available under the Merger Agreement. Except as set forth herein, each Investor waives promptness, diligence, notice of non-performance, default, dishonor and protest, notice of any Closing Commitment or Damages Commitment, as applicable, incurred and all other notices of any kind (other than notices to be provided to Parent or Merger Sub pursuant to the Merger Agreement or notices to provided to the Investors hereunder), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshalling of assets of Parent or any Investor (or any permitted assignee hereunder) with respect to the Closing Commitment or Damages Commitment, as applicable, or otherwise interested in the Transactions, in each case other than (i) defenses to payment of the Required Amounts or monetary damages that are available to Parent or Merger Sub under the Merger Agreement and (ii) defenses to payment of the Closing Commitment or the Damages Commitment that are available to the Investors under this letter agreement, including on account of any breach by the Company of this letter agreement. Each Investor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this letter agreement are knowingly made in contemplation of such benefits. Each Investor hereby unconditionally and irrevocably waives any rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of such Investor’s obligations under or in respect of this letter agreement or any other agreement in connection herewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, whether or not such claim, remedy or right arises in equity or under contract, statute or Law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or in any other terms ofmanner, payment or security on account of such claim, remedy or right, unless and until the Closing Commitment or Damages Commitment, as applicable, payable under this letter agreement shall have been indefeasibly paid in full to Parent in immediately available funds. Notwithstanding anything to the contrary contained in this letter agreement, the Company agrees that (i) to the extent Parent is relieved of the obligation to pay all or any portion of the Senior Debt Closing Commitment or the Subordinated DebtDamages Commitment in accordance with the Merger Agreement, or any amendment or waiver or other modificationthe Investors shall each be similarly relieved of their pro rata portion of their obligations under this letter agreement and (ii) the Investors may assert, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute as a defense available to, or a release or discharge of, any Obligor in respect of payment or performance by the Senior Debt Investors under this letter agreement, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Subordinated DebtCompany under the Merger Agreement.

Certain Waivers. (a) Subordinated Creditor hereby The Grantor waives, to the fullest extent permitted by Law, (i) waives any right of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all notice rights, if any, of marshalling of the incurrence of Secured Obligations, the Senior Debt Pledged Collateral, or any part thereofother collateral or security for the Secured Obligations; (ii) any right to require the Administrative Agent (A) to proceed against any Person, (B) to exhaust any other collateral or security for any of the Secured Obligations, (C) to pursue any remedy in the Administrative Agent’s power, or (D) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Pledged Collateral; and (iii) all claims, damages, and demands against the Administrative Agent arising out of the repossession, retention, sale or application of the proceeds of any sale of the Pledged Collateral. (b) The Grantor waives any and all rights right it may have to require the Senior Creditors Administrative Agent to marshal assets, pursue any third person for any of the Secured Obligations. The Administrative Agent may comply with any applicable state or federal Law requirements in connection with a disposition of the Pledged Collateral and compliance will not be considered adversely to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim affect the benefit commercial reasonableness of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf sale of the Senior Creditors is adverse Pledged Collateral. The Administrative Agent may sell the Pledged Collateral without giving any warranties as to the interest Pledged Collateral. The Administrative Agent may specifically disclaim any warranties of Subordinated Creditor; (iii) agrees that title or the Senior Creditors shall have no liability like. This procedure will not be considered adversely to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against affect the Senior Creditors arising out commercial reasonableness of any sale of the Pledged Collateral. If the Administrative Agent sells any of the Pledged Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser, received by the Administrative Agent and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect applied to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection indebtedness of the Senior Debt or purchaser. In the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that event the Senior Creditors have no duty, express or implied, fiduciary or otherwise, purchaser fails to them in respect of pay for the maintenance or preservation of the Pledged Collateral, the Senior Debt or otherwise. Without limiting Administrative Agent may resell the foregoing, Subordinated Creditor agrees that Pledged Collateral and the Senior Creditors Grantor shall have no duty or obligation to maximize be credited with the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation proceeds of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

Certain Waivers. (a) Subordinated Creditor hereby (i) waives any and all notice of the incurrence of the Senior Debt or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

Certain Waivers. (a) Subordinated To the fullest extent permitted by applicable Law, each Guarantor and each Guaranteed Creditor hereby irrevocably: (i) waives any Consents and all notice submits to the nonexclusive jurisdiction of the incurrence Courts of the Senior Debt State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to this any part thereof; Loan Document, or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by Law, in such Federal court; (ii) waives Waives any objection to jurisdiction and all rights venue of any action instituted against it may have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner court referred to in Section 16(b)(i) and agrees not to assert any defense based on lack of jurisdiction or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; venue; (iii) agrees that Irrevocably consents to service of process in the Senior Creditors shall have no liability manner provided for notices in Section 11.5 of the Credit Agreement; but nothing in any Loan Document will affect the right of any party hereto to Subordinated Creditorserve process in any other manner permitted by Law; and (iv) WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN OR AMONG THE GUARANTOR AND ANY ONE OF MORE OF THE GUARANTEED CREDITORS, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS GUARANTY AGREEMENT, THE CREDIT AGREEMENT, OR ANY NOTE, GUARANTY OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, WITH THE CREDIT AGREEMENT OR WITH THE TRANSACTIONS RELATED THERETO. The scope of this waiver is intended to be all-encompassing of any and all actions not disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other statutory and common Law claims. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS GUARANTY AGREEMENT. In the event of litigation, this Agreement which provision may be filed as a written consent to a trial by the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidationcourt. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

Certain Waivers. (a) Subordinated Creditor Except as otherwise provided herein, each party hereby (expressly waives: i) waives any and all notice of acceptance of this Agreement; ii) notice of any action taken or omitted in reliance hereon; iii) notice from any other party hereto of any nonpayment or the incurrence occurrence or continuance of any other default, or any other event that (with the giving of notice or the passage of time or both) could constitute a default, under any Senior Loan Instrument or Junior Loan Instrument, irrespective of whether any notice may have been given to the Borrower or any guarantor, surety, pledgor or other person; iv) notice from any other party of any material and adverse effect, whether individually or in the aggregate, upon the assets, business, operations, properties or condition (financial or otherwise) of the Senior Debt Borrower, of any guarantor, surety, pledgor or other person, or upon any part thereof; (ii) waives of any and all rights it may have to require collateral securing any obligations under the Senior Creditors to marshal assets, to exercise rights Loan Instruments or remedies in a particular manner, to forbear from exercising such rights and remedies in Junior Loan Instruments; v) any particular manner statute of limitations or order, or to claim the benefit of similar time constraint under any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Junior Obligations or Senior Loan Documents (including Obligations; or vi) any failure other proof, notice or demand of any kind whatsoever with respect to perfect or obtain perfected security interests in the Collateral), the collection any and all of the Senior Debt Obligations or the foreclosure upon, Junior Obligations or sale, liquidation promptness in making any claim or other disposition of, demand under this Agreement or any Collateral; and (iv) agrees that the Senior Creditors have no duty, express Loan Instrument or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidationJunior Loan Instrument. (b) Subordinated Creditor confirms Except as otherwise provided herein; to the extent that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the terms and provisions of the Junior Loan Instruments may be violated by the execution, delivery and performance of the Senior Debt or Loan Instruments, the Subordinated Debt, or Junior Lender hereby consents thereto and waives each and every violation; to the extent that any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect and provisions of the Senior Debt or Loan Instruments may be violated by the Subordinated Debtexecution, delivery and performance of the Junior Loan Instruments, the Senior Lender hereby consents thereto and waives each and every such violation; and each of the foregoing consents and waivers may be relied upon by the Borrower and its guarantors.

Certain Waivers. (a) Subordinated Creditor hereby (i) waives Except as otherwise expressly specified in this Note, the Mortgage or any of the other Loan Documents, each of the Makers jointly and all severally waive diligence, grace, demand, presentment for payment, exhibition of this Note, protest and notice of the incurrence protest and notice of nonpayment. Any payment by any of the Senior Debt Makers or other circumstance which by operation of law tolls any statute of limitations as to any of the Makers shall operate to toll the statute of limitations as to all of them. From time to time, without affecting the obligation of the Makers to pay the outstanding principal balance of this Note and observe the covenants contained herein, without giving notice to or obtaining the consent of the Makers, and without liability on the part of Lender, Lender may, at the option of Lender, extend the time for payment of said outstanding principal balance, or any part thereof; , reduce the payments thereon, release anyone liable for any of said outstanding principal balance, accept a renewal of this Note, join in any extension or subordination agreement, release any security given in respect hereof, take or release other or additional security, and agree in writing with the Makers to modify the rate of interest and/or the Maturity Date or otherwise change the date(s) and/or amounts of payment(s) thereof. No single or partial exercise of any power, right or privilege of Lender hereunder or under the other Loan Documents and no course of dealing between the Lender on the one hand and any one or more of the Makers on the other hand, shall operate as a waiver of or preclude other and further exercise thereof or the exercise of any other power, right or privilege of Lender. Lender shall at all times have the right to proceed against any portion of the Mortgaged Property pursuant to and in accordance with the Mortgage and/or against any one or more of the Makers in such order and in such manner as Lender may deem fit, without waiving any rights with respect to any of the other Makers or other portion of the Mortgaged Property. No delay, action or omission on the part of Lender in exercising any right or remedy hereunder shall operate or be construed as a waiver or release of (i) such right or remedy or of any other right or remedy of Lender, (ii) waives any liability or obligation of the Makers hereunder or under the other Loan Documents or (iii) an Event of Default. The rights and all rights it may have to require the Senior Creditors to marshal assets, to exercise remedies of Lender herein provided are cumulative and not exclusive of any other rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to Lender would have hereunder, under the Senior other Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant at law or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debtequity.

Certain Waivers. (a) Subordinated Creditor hereby The Borrower waives, to the fullest extent permitted by law, (i) waives any right of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all notice rights, if any, of marshalling of the incurrence of Pledged Collateral or other collateral or security for the Senior Debt or any part thereofSecured Obligations; (ii) any right to require the Lender (A) to proceed against any person, (B) to exhaust any other collateral or security for any of the Secured Obligations, (C) to pursue any remedy in the Lender’s power, or (D) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Pledged Collateral; and (iii) all claims, damages, and demands against the Lender arising out of the repossession, retention, sale or application of the proceeds of any sale of the Pledged Collateral except for damages determined by a decision of a court of competent jurisdiction to have been caused by the Lender’s willful misconduct or gross negligence. (b) The Borrower waives any and all rights right it may have to require the Senior Creditors Lender to marshal assets, pursue any third person for any of the Secured Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Pledged Collateral and compliance will not be considered adversely to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim affect the benefit commercial reasonableness of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf sale of the Senior Creditors is adverse Pledged Collateral. The Lender may sell the Pledged Collateral without giving any warranties as to the interest Pledged Collateral. The Lender may specifically disclaim any warranties of Subordinated Creditor; (iii) agrees that title or the Senior Creditors shall have no liability like. This procedure will not be considered adversely to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against affect the Senior Creditors arising out commercial reasonableness of any sale of the Pledged Collateral. If the Lender sells any of the Pledged Collateral upon credit, the Borrower will be credited only with payments actually made by the purchaser, received by Lender and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect applied to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection indebtedness of the Senior Debt or purchaser. In the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that event the Senior Creditors have no duty, express or implied, fiduciary or otherwise, purchaser fails to them in respect of pay for the maintenance or preservation of the Pledged Collateral, the Senior Debt or otherwise. Without limiting Lender may resell the foregoing, Subordinated Creditor agrees that Pledged Collateral and the Senior Creditors Borrower shall have no duty or obligation to maximize be credited with the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation proceeds of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

Certain Waivers. Seller hereby agrees that it shall not make any claim for indemnification against Buyer, the Company and its Subsidiaries, or any of their respective Affiliates by reason of the fact that Seller is or was a stockholder or agent of the Company or its Subsidiaries or any of their Affiliates or is or was serving at the request of the Company or its Subsidiaries or any of their Affiliates as a partner, trustee or agent of another entity (awhether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, by-law, agreement or otherwise) Subordinated Creditor with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against Seller pursuant to this Agreement or applicable Law or otherwise, and Seller hereby (i) waives acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from the Company or its Subsidiaries or any of their Affiliates with respect to any amounts paid by it pursuant to this Agreement or otherwise. Effective upon the Closing, Seller hereby irrevocably waives, releases and discharges the Company and its Subsidiaries and their Affiliates from any and all notice Liabilities to it of any kind or nature whatsoever, whether in the capacity as a equityholder of the incurrence of the Senior Debt Company and its Subsidiaries or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights their Affiliates or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (iiiother than this Agreement and any of the other agreements executed and delivered in connection herewith, for which this release of claims expressly does not apply) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant otherwise at law or in equity, and Seller agrees that it shall not seek to recover any amounts in connection with any Insolvency Event; (iv) any change in therewith or thereunder from the time, manner Company or place of payment of, or in any other terms of, all its Subsidiaries or any of their Affiliates. In no event shall the Senior Debt Company or the Subordinated Debt, its Subsidiaries or any amendment or waiver or other modification, including of their Affiliates have any increase in the amount thereof, whether by course of conduct or otherwise, Liability whatsoever to Seller for any breaches of the terms representations, warranties, agreements or covenants of the Company or its Subsidiaries hereunder, and in any Senior Loan Document event Seller may not seek contribution from the Company or its Subsidiaries or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor of their Affiliates in respect of the Senior Debt or the Subordinated Debtany payments required to be made by Seller pursuant to this Agreement.

Certain Waivers. (a) Subordinated Creditor hereby Pledgor waives, to the fullest extent permitted by law, (i) waives any right of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all notice rights, if any, of marshalling of the incurrence of Pledged Collateral or other collateral or security for the Senior Debt or any part thereofObligations; (ii) any right to require Secured Party (A) to proceed against any Person, (B) to exhaust any other collateral or security for any of the Obligations, (C) to pursue any remedy in Secured Party’s power, or (D) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Pledged Collateral; and (iii) all claims, damages, and demands against Secured Party arising out of the repossession, retention, sale or application of the proceeds of any sale of the Pledged Collateral; (b) Pledgor waives any and all rights right it may have to require the Senior Creditors Secured Party to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in pursue any particular manner or order, or to claim the benefit of third person for any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives Obligations. Secured Party may comply with any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take applicable state or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or federal law requirements in connection with a disposition of the Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any Insolvency Event; (iv) sale of the Pledged Collateral. Secured Party may sell the Pledged Collateral without giving any change in warranties as to the time, manner Pledged Collateral. Secured Party may specifically disclaim any warranties of title or place the like. This procedure will not be considered adversely to affect the commercial reasonableness of payment of, or in any other terms of, all or sale of the Pledged Collateral. If Secured Party sells any of the Senior Debt or Pledged Collateral upon credit, Pledgor will be credited only with payments actually made by the Subordinated Debtpurchaser, or any amendment or waiver or other modification, including any increase in received by Secured Party and applied to the amount thereof, whether by course of conduct or otherwise, indebtedness of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available topurchaser. In the event the purchaser fails to pay for the Pledged Collateral, or a discharge of, any Obligor in respect Secured Party may resell the Pledged Collateral and Pledgor shall be credited with the proceeds of the Senior Debt or the Subordinated Debtsale.

Certain Waivers. Each of Honeywell and the Sellers hereby agrees that it shall not make any claim for indemnification against Purchaser, the Companies or any of their respective Affiliates by reason of the fact that Honeywell and the Sellers were stockholders or agents of the Companies or any of their Subsidiaries (awhether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) Subordinated Creditor with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Purchaser Indemnified Parties against Honeywell or either Seller pursuant to this Agreement, and each of Honeywell and the Sellers hereby (i) waives acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from the Companies or any of their Subsidiaries with respect to any amounts paid by it pursuant to this Agreement. Effective upon the Closing, each of Honeywell and the Sellers hereby, except as set forth in the last sentence of this Section 5.17, irrevocably waives, releases and discharges the Companies and their Subsidiaries from any and all notice Liabilities and obligations to it of any kind or nature whatsoever, whether in the capacity as stockholder of the incurrence of the Senior Debt Companies or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights of their Subsidiaries or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; rights of contribution or indemnification), and, except as set forth in the last sentence of this Section 5.17, each of Honeywell and the Sellers agrees that it shall not seek to recover any amounts in connection therewith or thereunder from the Companies or any of their Subsidiaries. In no event, except as set forth in the last sentence of this Section 5.17, shall the Companies or any of their Subsidiaries have any liability whatsoever to Honeywell or the Sellers for any breaches of the representations, warranties, agreements or covenants of Honeywell and the Sellers hereunder, and in any event neither Honeywell nor the Sellers may seek contribution from the Companies or any of their Subsidiaries in respect of any payments required to be made by Honeywell or the Sellers pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, nothing shall preclude Honeywell or the other Seller Indemnified Parties from seeking indemnification or contribution for any Liabilities asserted against Honeywell or its Affiliates for which any of the Companies or their Subsidiaries is the primary obligor or primarily responsible party (iii) whether other than any such Liabilities to the Senior Debtextent Honeywell and the Sellers have agreed to indemnify Purchaser under this Agreement), or to the liens or security interests securing extent Purchaser has agreed to indemnify Honeywell and/or the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all Sellers under this Agreement or any of the Senior Debt or the Subordinated Debtother agreements executed and delivered in connection herewith, or from enforcing any amendment or waiver payment or other modification, including obligations of any increase in the amount thereof, whether by course of conduct or otherwise, of the Companies or their Subsidiaries under any commercial, ordinary course Contract on arm’s-length terms of any Senior Loan Document to which it and Honeywell or any Subordinated Debt Document or any guarantee thereof; or of its Affiliates (vother than the Companies and their Subsidiaries) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debtare parties.

Certain Waivers. (a) Subordinated Creditor hereby Each Pledgor waives, to the fullest extent permitted by law, (i) waives any right of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all notice rights, if any, of marshalling of the incurrence of Pledged Collateral or other collateral or security for the Senior Debt or any part thereofSecured Obligations; (ii) waives any and all rights it may have right to require the Senior Creditors Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders (A) to marshal assetsproceed against any Person, (B) to exercise rights exhaust any other collateral or remedies security for any of the Secured Obligations, (C) to pursue any remedy in a particular mannerthe Administrative Agent’s , to forbear from exercising such rights and remedies in the L/C Issuer’s, the Swing Line Lender’s, any particular manner Other Agent’s or orderany of the Lenders’ power, or to claim the benefit of any appraisal(D) except, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to any Pledgor that is also a Borrower, such notice as is expressly required to be given to such Borrower under the Senior Loan Documents (including Documents, to make or give any failure to perfect presentments, demands for performance, notices of nonperformance, protests, notices of protests or obtain perfected security interests notices of dishonor in the Collateral), the collection connection with any of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Pledged Collateral; and (iviii) agrees that all claims, damages, and demands against the Senior Creditors have no dutyAdministrative Agent, express the Other Agents, the L/C Issuer, the Swing Line Lender or implied, fiduciary or otherwise, to them in respect the Lenders arising out of the maintenance repossession, retention, sale or preservation application of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness proceeds of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation sale of the Pledged Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition (other than for gross negligence or liquidationwillful misconduct). (b) Subordinated Creditor confirms that this Agreement The Administrative Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Pledged Collateral. The Administrative Agent may sell the Pledged Collateral without giving any warranties as to the Pledged Collateral. The Administrative Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Pledged Collateral. If the Administrative Agent sells any of the Pledged Collateral upon credit, the Pledgors shall govern as between be credited only with payments actually made by the Senior Creditors purchaser, received by Administrative Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Pledged Collateral, the Administrative Agent may resell the Pledged Collateral and the Subordinated Creditor irrespective ofPledgors shall be credited with the proceeds of the sale. (c) Each Pledgor agrees that at any time and from time to time, without notice to or the consent of such Pledgor, without incurring responsibility to such Pledgor, and without impairing or releasing the security interests provided for herein or otherwise impairing the rights of the Administrative Agent hereunder, all as the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders may deem advisable: (i) the principal amount of the Secured Obligations may be increased or decreased and additional indebtedness or obligations of the Borrowers under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions or otherwise; (ii) the time, manner, place or terms of any payment under the Loan Documents may be extended or changed, including by an increase or decrease in the interest rate on the Loan Documents or any fee or other amount payable under the Loan Documents, by an amendment, modification or renewal of the Loan Documents or otherwise; (iii) the time for each Borrower’s performance of or compliance with any term, covenant or agreement on its part to be performed or observed under the Loan Documents may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders may deem proper; (iv) the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders may discharge or release, in whole or in part, any guarantor or any other Person liable for the payment and performance of all or any part of the Secured Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Secured Obligations, nor shall the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or any Lender be liable to any Pledgor for any failure to collect or enforce payment of the Secured Obligations or to realize on any other collateral therefor; (v) in addition to the Pledged Collateral, the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Secured Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (vi) the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may request and accept any guaranties of the Secured Obligations and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and (vii) the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of the Loan Documents and any power of sale) granted by the Loan Documents or other security document or agreement, or otherwise available to the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders, with respect to the Secured Obligations, any of the Pledged Collateral or other security for any or all of the Secured Obligations, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of any Pledgor against any Borrower. (d) Each Pledgor waives and agrees not to assert: (i) any lack of validity right to require the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or enforceability of the Lenders to proceed against any Senior Loan Document Borrower, any guarantor or any Subordinated Debt Documentother Person, to proceed against or exhaust any other security held for the Secured Obligations or to pursue any other right, remedy, power or privilege of the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders whatsoever; (ii) the occurrence defense of the statute of limitations in any Insolvency Event in respect action hereunder or for the collection or performance of any Obligorthe Secured Obligations; (iii) whether the Senior Debtany defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Pledgor or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Eventother Person; (iv) any change in defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the timesubrogation rights of such Pledgor or the right of such Pledgor to proceed against any Borrower or any other obligor of the Secured Obligations for reimbursement; and (v) without limiting the generality of the foregoing, manner to the fullest extent permitted by law, any defenses or place benefits that may be derived from or afforded by applicable law limiting the liability of payment ofor exonerating guarantors or sureties or which may conflict with the terms of this Agreement. (e) Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Pledgor waives any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or in any other which may conflict with the terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modificationthis Pledge Agreement, including any increase in the amount thereofrights and defenses available to any Pledgor by reason of Sections 2787 to 2855, whether by course of conduct or otherwiseinclusive, of the terms California Civil Code and any and all benefits that otherwise might be available to such Pledgor under California Civil Code §§1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Pledgor waives all rights and defenses that such Pledgor may have because the Borrowers’ debt is or may be secured by real property. This means, among other things: (A) the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may collect from the Pledged Collateral pledged by such Pledgor without first foreclosing on any real or personal property collateral pledged by any Borrower; and (B) if the Administrative Agent forecloses on any real property collateral pledged by any Borrower: (1) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if that collateral is worth more than the sale price, and (2) the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may collect from the Pledged Collateral pledged by such Pledgor even if the Administrative Agent, by foreclosing on any Borrower’s real property collateral, has destroyed any right such Pledgor may have to collect from the Borrowers. This is an unconditional and irrevocable waiver of any Senior Loan Document or rights and defenses any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available Pledgor may have because the Borrowers’ debt is secured by real property. These rights and defenses include, but are not limited to, any rights of defenses based upon Section 580a, 580b, 580d or a discharge of, any Obligor in respect 726 of the Senior Debt or the Subordinated DebtCalifornia Code of Civil Procedure.

Certain Waivers. (a) Subordinated Creditor To the fullest extent permitted by applicable Law, the Guarantors hereby (i) waives expressly waive any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Company. The Guarantors waive promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Senior Debt or any part thereof; (ii) waives any Guaranteed Obligations and all rights it other notices of any kind (other than notices expressly required to be provided to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may have be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the Senior Creditors to marshal assets, to exercise rights marshalling of assets of Parent or remedies Merger Sub or any other person interested in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act transactions contemplated by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated CreditorMerger Agreement, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidationsuretyship defenses generally. (b) Subordinated Creditor confirms To the fullest extent permitted by applicable Law, the Guarantors hereby unconditionally and irrevocably agree not to exercise any rights that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack either of validity them may now have or enforceability of any Senior Loan Document hereafter acquire against Parent, Merger Sub or any Subordinated Debt Document; (ii) other person interested in the occurrence transactions contemplated by the Merger Agreement that arise from the existence, payment, performance or enforcement of any Insolvency Event the Guarantors’ obligations under or in respect of this Limited Guaranty or any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdictionother agreement in connection herewith, including pursuant without limitation any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in connection with any Insolvency Event; (iv) claim or remedy of the Company against Parent, Merger Sub or any change other person, whether such claim, remedy or right arises in equity or under contract, statute or common Law, including without limitation the timeright to take or receive from Parent, manner Merger Sub or place of payment ofany other person, directly or indirectly, in cash or other property or by set-off or in any other terms ofmanner, all payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been satisfied in full. If any amount shall be paid to either Guarantor in violation of the Senior Debt immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Guaranteed Obligations under this Limited Guaranty, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Subordinated Debt, or any amendment or waiver or other modification, including any increase Company in the amount thereofsame form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations, whether by course of conduct or otherwise, of in accordance with the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available tothe Merger Agreement, or a discharge ofto be held as collateral for the Guaranteed Obligations thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guaranty, the Company hereby agrees that to the extent Parent and Merger Sub are relieved of any Obligor of their respective obligations under the Merger Agreement, the Guarantors shall be similarly relieved of their corresponding Guaranteed Obligations under this Limited Guaranty in respect of such relieved obligations. (c) The Guarantors acknowledge that they will receive substantial direct and indirect benefits from the Senior Debt or transactions contemplated by the Subordinated DebtMerger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits.

Certain Waivers. (a) Subordinated Creditor hereby (i) waives Except as otherwise expressly specified in this Note, the Mortgage or any of the other Loan Documents, each of the Makers jointly and all severally waive diligence, grace, demand, presentment for payment, exhibition of this Note, protest and notice of the incurrence protest and notice of nonpayment. Any payment by any of the Senior Debt Makers or other circumstance which by operation of law tolls any statute of limitations as to any of the Makers shall operate to toll the statute of limitations as to all of them. From time to time, without affecting the obligation of the Makers to pay the outstanding principal balance of this Note and observe the covenants contained herein, without giving notice to or obtaining the consent of the Makers, and without liability on the part of Lender, Lender may, at the option of Lender, extend the time for payment of said outstanding principal balance, or any part thereof; , reduce the payments thereon, release anyone liable for any of said outstanding principal balance, accept a renewal of this Note, join in any extension or subordination agreement, release any security given in respect hereof, take or release other or additional security, and agree in writing with the Makers to modify the rate of interest or period of amortization of this Note or change the amount of the monthly installments payable hereunder. No single or partial exercise of any power, right or privilege of Lender hereunder or under the other Loan Documents and no course of dealing between the Lender on the one hand and any one or more of the Makers on the other hand, shall operate as a waiver of or preclude other and further exercise thereof or the exercise of any other power, right or privilege of Lender. Lender shall at all times have the right to proceed against any portion of the Mortgaged Property pursuant to and in accordance with the Mortgage and/or against any one or more of the Makers in such order and in such manner as Lender may deem fit, without waiving any rights with respect to any of the other Makers or other portion of the Mortgaged Property. No delay, action or omission on the part of Lender in exercising any right or remedy hereunder shall operate or be construed as a waiver or release of (i) such right or remedy or of any other right or remedy of Lender, (ii) waives any liability or obligation of the Makers hereunder or under the other Loan Documents or (iii) an Event of Default. The rights and all rights it may have to require the Senior Creditors to marshal assets, to exercise remedies of Lender herein provided are cumulative and not exclusive of any other rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to Lender would have hereunder, under the Senior other Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant at law or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debtequity.

Certain Waivers. In consideration of the Parties entering into this Amendment: (a) Subordinated Creditor The Acquirer hereby (i) waives any and all notice satisfaction of the incurrence condition set forth in clause d)(ii)(D) of the Senior Debt or any part thereof; (ii) waives any and all rights it may have Conditions to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf Obligations of the Senior Creditors is adverse Acquirer set forth in Schedule C to the interest Agreement requiring that, effective upon the Sellers’ receipt of Subordinated Creditor; (iii) agrees that the Senior Creditors First Tranche Payments, a designee of Acquirer shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection been appointed Chief Operating Officer of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidationCompany. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any The Acquirer hereby waives satisfaction of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase conditions set forth in the amount thereof, whether by course of conduct or otherwise, clauses e)(i) and e)(ii) of the terms Conditions to the Obligations of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor the Acquirer set forth in Schedule C of the Agreement in respect of the Senior Debt 6,739,932 Ordinary Shares to be delivered by the Sellers subject to the payments by the Acquirer on the Closing Date pursuant to the Agreement, as amended, provided, however, that the Sellers shall be obligated to deliver the 6,739,932 Ordinary Shares in the manner set forth in clauses e)(i) and e)(ii) of the Conditions to the Obligations of the Acquirer set forth in Schedule C of the Agreement on the Second Closing Date upon the receipt by the Sellers of all the payments required to be made under Section 1.03(b) of the Agreement, as amended hereby. (c) Sellers hereby severally waive any misstatement or inaccuracy in the Subordinated DebtAcquirer’s representation in Section 3.01(h) of the Agreement and any failure by Acquirer to satisfy the conditions set forth in clauses a) of the Conditions to the Obligations of the Sellers set forth in Schedule C to the Agreement resulting from any such misstatement or inaccuracy on the First Closing Date, provided, however, that nothing herein shall constitute a waiver of any of the obligations of the Acquirer to be performed on the Second Closing Date or with respect to the Second Tranche Payments. (d) The Sellers hereby severally waive satisfaction of the condition set forth in clause d) of the Conditions to the Obligations of the Sellers set forth in Schedule C to the Agreement requiring payment of severance payment to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇ concurrently with the Closing or immediately upon the Closing.

Certain Waivers. (a) Subordinated Creditor Each of BA and Trustee hereby (i) expressly waives any and all notice of the incurrence acceptance by the other Party and, as applicable, the Lenders and the Noteholders of the Senior Debt standstill, subordination and other provisions of this Agreement and all the notices not specifically required pursuant to the terms of this Agreement or under the UCC in connection with foreclosure on or sale of assets whatsoever, and each of BA and Trustee expressly consents to reliance by the other Party and the Lenders and Noteholders upon the subordination and other agreements as herein provided. Trustee acknowledges that none of BA or any part thereof; (ii) waives any and all rights it may have Lender has made warranties or representations with respect to require the Senior Creditors to marshal assetsdue execution, to exercise rights legality, validity, completeness or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf enforceability of the Senior Creditors is adverse BA Documents or the collectibility of the BA Claim. Trustee, BA and each Lender shall be entitled to manage and supervise its financial arrangements with each Loan Party in accordance with its usual practices, modified from time to time as it deems appropriate under the interest circumstances, without affecting the validity or enforceability of Subordinated Creditorthis Agreement; (iii) agrees that the Senior Creditors and none of BA or any Lender shall have no any liability to Subordinated CreditorTrustee or any Noteholder for, and Subordinated Creditor Trustee hereby waives any claim against the Senior Creditors which such Person may now or hereafter have against, BA or any Lender arising out of any and all actions not which BA or any Lender, in breach of this Agreement which the Senior Creditors may take good faith, takes or permit or omit omits to take (including, without limitation, actions with respect to the Senior Loan Documents (including any failure to perfect creation, perfection or obtain perfected continuation of liens or security interests in any existing or future Collateral, actions with respect to the Collateral)occurrence of a default or event of default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Trustee Claim from any account debtor, guarantor or any other person) with respect to and in accordance with any BA Document or any other agreement related thereto or to the collection of the Senior Debt BA Claim or the valuation, use, protection or release of the Collateral, so long as any such actions are taken in a manner consistent with the terms of this Agreement, or any election of the application of Section 1111(b)(2) of the Bankruptcy Code. BA acknowledges that none of Trustee or any Noteholder has made warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Trustee Documents or the collectibility of the Trustee Claim. BA agrees that Trustee shall have no liability to BA or any Lender for, and BA hereby waives any claim which such Person may now or hereafter have against, any Trustee or any Noteholder arising out of any and all actions which Trustee, in good faith, takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of liens or security interests in any existing or future Collateral, actions with respect to the occurrence of a default or event of default, actions with respect to the foreclosure upon, or sale, liquidation release, or other disposition depreciation of, or failure to realize upon, any Collateral; of the Collateral and (ivactions with respect to the collection of any claim for all or any part of the Trustee Claim from any account debtor, guarantor or any other person) with respect to and in accordance with the Trustee Documents, so long as any such actions are taken in a manner consistent with the terms of this Agreement, or any election of the application of Section 111(b)(2) of the Bankruptcy Code. Trustee agrees that it will not take any action to contest the Senior Creditors have no duty, express or implied, fiduciary or otherwise, relative rights and duties of any Lender with respect to them any Collateral established in respect any of the maintenance or preservation of the Collateral, the Senior Debt or otherwiseBA Documents. Without limiting the foregoingany other provision of this Agreement, Subordinated Creditor agrees that the Senior Creditors (a) by acceptance of a Note, each Noteholder shall be bound by and deemed to have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order made and timing of any realization, sale, disposition or liquidation given each of the Collateral may affect the amount acknowledgments and waivers of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. Trustee set forth in this Section 2.16 and Section 3.4 and (b) Subordinated Creditor confirms that this Agreement shall govern as between by acceptance of a note or other instrument evidencing any portion of the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior DebtBA Claim, or the liens or security interests securing the Senior Debt, each Lender shall be held bound by and deemed to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any have made and given each of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase acknowledgments and waivers of BA set forth in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debtthis Section 2.16 and Section 3.4.

Certain Waivers. Each Guarantor agrees that the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) Subordinated Creditor hereby the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (ib) any change in the corporate existence, structure or ownership of Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (c) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement; (d) the existence of any claim, set-off or other right which such Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; or (e) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. Each Guarantor waives any promptness, diligence, notice of the acceptance of this Limited Guarantee and all of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of the Senior Debt or any part thereof; (ii) waives any Obligations and all rights it other notices of any kind, all defenses which may have be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit marshaling of assets of any appraisalperson interested in the transactions contemplated by the Merger Agreement, valuation or and all suretyship defenses generally (other similar right that may otherwise be available under applicable law, regardless of whether any action or failure than defenses to act by or on behalf the payment of the Senior Creditors is adverse Obligations (x) that are available to Parent or Merger Sub under the interest of Subordinated Creditor; Merger Agreement, (iiiy) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of a breach by the maintenance Guaranteed Party of this Limited Guarantee or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (bz) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of fraud or willful misconduct of the Guaranteed Party or any Obligor; of its Affiliates in connection with the Merger Agreement), including, without limitation, any event, condition or circumstance that might be construed to constitute, an equitable or legal discharge of such Guarantor’s obligations hereunder. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause all of its Related Persons (iiias defined below) not to institute, any proceeding or bring any other claim (whether the Senior Debtin tort, contract or the liens or security interests securing the Senior Debtotherwise) arising under, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with with, the Merger Agreement, the Equity Financing or the transactions contemplated thereby against the Guarantors or any Insolvency Event; Non-Recourse Party (iv) any change in as defined below), except for claims against the time, manner Guarantors under this Limited Guarantee (subject to the limitations contained herein). The Guaranteed Party hereby agrees that to the extent Parent or place Merger Sub is relieved of payment of, or in any other terms of, all or any portion of its payment obligations under the Senior Debt or the Subordinated DebtMerger Agreement, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course each Guarantor shall be similarly relieved of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debtits corresponding obligations under this Limited Guarantee.

Certain Waivers. (a) Subordinated Creditor hereby (i) waives any and all notice of the incurrence of the Senior Debt or any part thereof; (ii) waives any and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the Senior Creditors shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or 9 Select one, as appropriate. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt.

Certain Waivers. (a) Subordinated Creditor hereby (i) All Senior Indebtedness shall be deemed to have been made or incurred in reliance upon the terms and other provisions of this Agreement. Each Senior Lender waives any and all notice of the incurrence acceptance by the other Senior Lender of the Senior Debt or any part thereof; (ii) waives any provisions of this Agreement and all rights it may have to require the Senior Creditors to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of the Senior Creditors is adverse to the interest of Subordinated Creditor; (iii) agrees that the other Senior Creditors Lender has made no representations or warranties with respect to the legality, validity, enforceability, collectability or perfection of any Senior Indebtedness or any liens held by it in connection therewith. (b) Each Senior Lender shall be entitled to manage and supervise its loans or other financial accommodations to Debtors in accordance with applicable laws and its normal business practices, modified from time to time as it deems appropriate under the circumstances, without regard to the existence of any rights that the other Senior Lender may now or hereafter have in or to any Collateral, except that each Senior Lender shall comply with the terms of this Agreement. (c) No Senior Lender shall have no any liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against the other Senior Creditors arising out Lender as a result of any and all lawful actions not in breach of this Agreement which the that such Senior Creditors may take Lender takes or permit or omit omits to take (including actions with respect to the creation, perfection or continuation of its liens, actions with respect to the occurrence of a default or event of default under its Senior Loan Documents (including any Documents, actions with respect to the foreclosure, sale, release or failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt or the foreclosure realize upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the generality of the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty Blechmans waive any otherwise valid legal or obligation equitable right (i) to maximize the return require Lender to marshal any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation portion of the Collateral may affect the amount or otherwise to seek satisfaction from any particular property of proceeds actually received by such class of creditors a Debtor or from such realizationany other Person, sale, disposition or liquidation. (b) Subordinated Creditor confirms that this Agreement shall govern as between the Senior Creditors and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) to oppose any motion or application by Lender or a Debtor to allow use of cash collateral, provide adequate protection of Lender's interest in the occurrence of any Insolvency Event in Collateral, or grant relief from automatic stay to permit Lender to enforce its rights and remedies with respect of any Obligor; to the Collateral, or (iii) whether the Senior Debtotherwise to prohibit, delay, control, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or limit in any manner the sale or other terms of, all or disposition by Lender of any portion of the Senior Debt or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated DebtCollateral.

Certain Waivers. (a) Subordinated Creditor Except as otherwise expressly provided herein, the Borrowers hereby (i) waives waive promptness, diligence, presentment, demand, protest, notice of any and all advances of the Loan made under this Agreement and the Note, notice of occurrence of any Default or Event of Default (except to the incurrence extent notice is expressly required to be given pursuant to the terms of this Agreement or any of the Senior Debt other Loan Documents), or of any part thereof; (ii) waives demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Lender under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the other such Loan Documents. The Borrowers hereby waive all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of the Borrowers and any other entity or Person primarily or secondarily liable with respect to any of such Obligations, and all suretyship defenses generally. The Borrowers hereby assent to, and waive notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of such Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lender at any time or times in respect of any default by the Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all rights it may have to require other indulgences whatsoever by the Senior Creditors to marshal assets, to exercise rights or remedies Lender in a particular manner, to forbear from exercising such rights and remedies in any particular manner or order, or to claim the benefit respect of any appraisalof the Obligations hereunder, valuation and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of the Borrowers or any other similar right that may otherwise be available under applicable lawentity or Person primarily or secondarily liable for any such Obligation. Without limiting the generality of the foregoing, regardless of whether the Borrowers assent to any other action or delay in acting or failure to act by or on behalf the part of the Senior Creditors is adverse Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy which might, but for the provisions of this Section 3.04, afford grounds for terminating, discharging or relieving the Borrowers, in whole or in part, from any of their obligations under this Section 3.04, it being the intention of the Borrowers that, so long as any of such Obligations hereunder remains unsatisfied, the obligations of the Borrowers under this Section 3.04 shall not be discharged except by performance and then only to the interest extent of Subordinated Creditor; (iii) agrees that such performance. The Obligations of the Senior Creditors Borrowers under this Section 3.04 shall have no liability to Subordinated Creditornot be diminished or rendered unenforceable by any winding up, and Subordinated Creditor hereby waives any claim against the Senior Creditors arising out of any and all actions not in breach of this Agreement which the Senior Creditors may take reorganization, arrangement, liquidation, reconstruction or permit or omit to take similar proceeding with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of the Senior Debt Borrowers or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that the Senior Creditors have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that the Senior Creditors shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from such realization, sale, disposition or liquidationLender. (b) Subordinated Creditor confirms that The provisions of this Agreement shall govern Section 3.04 are made for the benefit of the Lender and its permitted successors and assigns, and may be enforced by them from time to time against the Borrowers as between often as occasion therefor may arise and without requirement on the Senior Creditors and part of the Subordinated Creditor irrespective of: (i) Lender or such successors or assigns first to marshal any lack of validity their claims or enforceability to exercise any of their rights against the Borrowers or to exhaust any Senior Loan Document remedies available to them against the Borrowers or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor; (iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in resort to any other terms of, all source or means of obtaining payment of any of the Senior Debt Obligations hereunder or the Subordinated Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) to elect any other circumstances which remedy. The provisions of this Section 3.04 shall remain in effect until all of such Obligations shall have been paid in full or otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debtfully satisfied.