Common use of Other Waivers Clause in Contracts

Other Waivers. Until the Discharge of Senior Indebtedness has occurred, without the Senior Agent's written consent to the contrary, the Subordinated Agent agrees, for and on behalf of itself and the Subordinated Lenders, that neither it nor any Subordinated Lender shall (i) seek relief from the automatic stay of Section 362 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) or any other stay in any Insolvency Proceeding in respect of any portion of the Collateral without the prior written consent of the Senior Agent, (ii) directly or indirectly propose or support any plan of reorganization or file any motion or pleading (or otherwise vote) in support of any motion or plan that is not supported by the Senior Agent and the Senior Lenders (unless such plan or motion provides for the Discharge of Senior Indebtedness) or that would challenge the enforceability of the Senior Indebtedness or the Liens on the Collateral securing same or that would otherwise be in contravention of this Subordination Agreement, (iii) directly or indirectly oppose any relief requested or supported by the Senior Agent (x) seeking relief from the automatic stay with respect to all or any portion of the Collateral or (y) in connection with any sale or other disposition free and clear of the Subordinated Agent's and the Subordinated Lenders' Liens under Section 363(f) of the Bankruptcy Code or any other similar provision of applicable law (and the Subordinated Agent hereby consents, for and on behalf of itself and the Subordinated Lenders, to any such relief requested or supported by the Senior Agent), it being understood that any “credit bid” by the Subordinated Agent, for and on behalf of the Subordinated Lenders, as permitted by this Subordination Agreement, shall not be deemed to be in opposition of relief requested or supported by the Senior Agent, provided, that such "credit bid" shall provide for the Discharge of Senior Indebtedness, (iv) object to any professional expense or other similar carve-out agreed to by the Senior Agent, (v) object to any sale of all or any portion of the Collateral or any related bidding procedures in accordance with Sections 363 or 365 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), or in accordance with a court order entered in an Insolvency Proceeding, (vi) seek or request any adequate protection of its Liens (other than as permitted by Section 5.c above) or (vii) oppose or seek to challenge any claim by the Senior Agent or any Senior Lender for allowance of Senior Obligations consisting of post-petition interest, fees or expenses to the extent such interest, fees and other charges are paid solely from a DIP Financing provided by such Senior Agent or any Senior Lender or from proceeds of such Collateral (as defined in the Senior NIA), without regard to the existence of the Lien of the Subordinated Agent on the Collateral (as defined in the Senior NIA). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, waives any claim it or they may now or hereafter have against the Senior Agent or any Senior Lender arising out of the election of the Senior Agent or any Senior Lender, in any case instituted under the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees that it will not, directly or indirectly, assert or support the assertion of, and hereby waives any right that it may have to assert or support the assertion of, any surcharge or claim for costs or expenses of preserving or disposing of any Collateral senior to or on a parity with the Liens on the Collateral (as defined in the Senior NIA) securing the Senior Obligations of the Senior Agent or any Senior Lender under Section 506(c) or the "equities of the case" exception of Section 552(b) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) as against the Senior Agent or any Senior Lender or with respect to any of the Collateral. e.

Other Waivers. Until the Discharge of Senior Indebtedness has occurred, without the Senior Agent's ’s written consent to the contrary, the Subordinated Agent agreesNoteholder Collateral Agent, for and on behalf of itself and the Subordinated LendersNoteholders, agrees that neither it nor any Subordinated Lender Noteholder shall (i) seek relief from the automatic stay of or stay of proceedings imposed pursuant to any Insolvency Statute, including Section 362 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) or any other stay in any Insolvency Proceeding Code, in respect of any portion of the Collateral without the prior written consent of the Senior AgentCollateral, (ii) directly or indirectly propose or support any plan of reorganization or reorganization, file any motion or pleading (or otherwise vote) in support of any motion or plan, or vote in favor of a plan that is not supported by the Senior Agent and the Senior Lenders (unless such plan or motion provides for the Discharge of Senior Indebtedness) or that would challenge the enforceability of the Senior Indebtedness or the Liens on the Collateral securing same or that would otherwise be in contravention of this Subordination Agreementsame, (iii) directly or indirectly oppose any relief requested or supported by the Senior Agent (x) seeking relief from the automatic stay with respect to all or any portion of the Collateral or (y) in connection with any sale or other disposition of Collateral (or any bid procedures with respect thereto) free and clear of the Subordinated Noteholder Collateral Agent's and ’s (or any Noteholder’s) Liens on the Subordinated Lenders' Liens assets subject to such sale or disposition of Collateral under any Insolvency Statute, including Section 363(f) of the Bankruptcy Code (it being acknowledged that the Liens of the Noteholder Collateral Agent shall attach to the proceeds of such sale or any other similar provision of applicable law (and disposition to the Subordinated Agent hereby consents, for and on behalf of itself and the Subordinated Lenders, extent that such proceeds are not applied to any such relief requested or supported by the Senior AgentIndebtedness), it being understood that any “credit bid” by the Subordinated Agent, for and on behalf of the Subordinated Lenders, as permitted by this Subordination Agreement, shall not be deemed to be in opposition of relief requested or supported by the Senior Agent, provided, that such "credit bid" shall provide for the Discharge of Senior Indebtedness, (iv) object to any professional expense or other similar carve-out agreed to by the Senior Agent, (v) object to any sale of all or any portion of the Collateral or any related bidding procedures in accordance with Sections 363 or 365 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), or in accordance with a court order entered in an Insolvency Proceeding, (vi) seek or request any adequate protection of its Liens (other than as permitted by Section 5.c above) or (vii) oppose or seek to challenge any claim by the Senior Agent or any Senior Lender for allowance of Senior Obligations consisting of post-petition interest, fees or expenses to the extent such interest, fees and other charges are paid solely from a DIP Financing provided by such Senior Agent or any Senior Lender or from proceeds of such Collateral (as defined in the Senior NIA), without regard to the existence of the Lien of the Subordinated Agent on the Collateral (as defined in the Senior NIA). The Subordinated Noteholder Collateral Agent, for and on behalf of itself and the Subordinated LendersNoteholders, waives any claim it or they any Noteholder may now or hereafter have against the Senior Agent or any Senior Lender arising out of the election of the Senior Agent or any Senior Lender, in any case instituted under the Bankruptcy Code (or any similar provision under the law applicable to any other Insolvency ProceedingStatute), of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision under the law applicable to any other Insolvency ProceedingStatute). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees that it will not, directly or indirectly, assert or support the assertion of, and hereby waives any right that it may have to assert or support the assertion of, any surcharge or claim for costs or expenses of preserving or disposing of any Collateral senior to or on a parity with the Liens on the Collateral (as defined in the Senior NIA) securing the Senior Obligations of the Senior Agent or any Senior Lender under Section 506(c) or the "equities of the case" exception of Section 552(b) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) as against the Senior Agent or any Senior Lender or with respect to any of the Collateral. e..

Other Waivers. Until the Discharge Grantor hereby waives promptness, diligence and notice of Senior Indebtedness has occurred, without the Senior Agent's written consent to the contrary, the Subordinated Agent agrees, for and on behalf of itself and the Subordinated Lenders, that neither it nor any Subordinated Lender shall (i) seek relief from the automatic stay of Section 362 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) or any other stay in any Insolvency Proceeding in respect of any portion of the Collateral without the prior written consent of the Senior Agent, (ii) directly or indirectly propose or support any plan of reorganization or file any motion or pleading (or otherwise vote) in support of any motion or plan that is not supported by the Senior Agent and the Senior Lenders (unless such plan or motion provides for the Discharge of Senior Indebtedness) or that would challenge the enforceability of the Senior Indebtedness or the Liens on the Collateral securing same or that would otherwise be in contravention acceptance of this Subordination Agreement, (iii) directly or indirectly oppose any relief requested or supported by the Senior Agent (x) seeking relief from the automatic stay with respect to all or any portion of the Collateral or (y) in . In connection with any sale or other disposition free of Collateral, to the extent permitted by applicable Law, Grantor waives any right of redemption or equity of redemption in the Collateral. Grantor further waives presentment and clear demand for payment of any of the Subordinated Agent's Secured Obligations, protest and the Subordinated Lenders' Liens under Section 363(f) notice of the Bankruptcy Code protest, dishonor and notice of dishonor or notice of default or any other similar provision of applicable law (and the Subordinated Agent hereby consents, for and on behalf of itself and the Subordinated Lenders, to any such relief requested or supported by the Senior Agent), it being understood that any “credit bid” by the Subordinated Agent, for and on behalf of the Subordinated Lenders, as permitted by this Subordination Agreement, shall not be deemed to be in opposition of relief requested or supported by the Senior Agent, provided, that such "credit bid" shall provide for the Discharge of Senior Indebtedness, (iv) object to any professional expense or other similar carve-out agreed to by the Senior Agent, (v) object to any sale of all or any portion of the Collateral or any related bidding procedures in accordance with Sections 363 or 365 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), or in accordance with a court order entered in an Insolvency Proceeding, (vi) seek or request any adequate protection of its Liens (other than as permitted by Section 5.c above) or (vii) oppose or seek to challenge any claim by the Senior Agent or any Senior Lender for allowance of Senior Obligations consisting of post-petition interest, fees or expenses to the extent such interest, fees and other charges are paid solely from a DIP Financing provided by such Senior Agent or any Senior Lender or from proceeds of such Collateral (as defined in the Senior NIA), without regard to the existence of the Lien of the Subordinated Agent on the Collateral (as defined in the Senior NIA). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, waives any claim it or they may now or hereafter have against the Senior Agent or any Senior Lender arising out of the election of the Senior Agent or any Senior Lender, in any case instituted under the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees that it will not, directly or indirectly, assert or support the assertion of, and hereby waives any right that it may have to assert or support the assertion of, any surcharge or claim for costs or expenses of preserving or disposing of any Collateral senior to or on a parity with the Liens on the Collateral (as defined in the Senior NIA) securing the Senior Obligations of the Senior Agent or any Senior Lender under Section 506(c) or the "equities of the case" exception of Section 552(b) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) as against the Senior Agent or any Senior Lender or notice with respect to any of the CollateralSecured Obligations, and all other similar notices to which Grantor might otherwise be entitled, except as otherwise expressly provided in the Loan Documents. e.Secured Party is under no obligation to pursue any rights against third parties with respect to the Secured Obligations and Grantor hereby waives any right it may have to require otherwise. Grantor (to the extent that it may lawfully do so) covenants that it shall not at any time insist upon or plead, or in any manner claim or take the benefit of, any stay, valuation, appraisal or redemption now or at any time hereafter in force that, but for this waiver, might be applicable to any sale made under any -10- LEGAL\38647535\1 23300.0001.000/441081.000 LEGAL\39070223\2 judgment, order or decree based on this Agreement or any other Loan Document; and Grantor (to the extent that it may lawfully do so) hereby expressly waives and relinquishes all benefit of any and all such laws and hereby covenants that it will not hinder, delay or impede the execution of any power in this Agreement or in any other Loan Document delegated to Secured Party, but that it will suffer and permit the execution of every such power as though no such law or laws had been made or enacted. (c) Grantor further waives to the fullest extent permitted by law any right it may have to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to Secured Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. (d) GRANTOR’S WAIVERS UNDER THIS SECTION 6 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH GRANTOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEY AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. 7. NO IMPLIED WAIVERS. No failure or delay on the part of Secured Party in exercising any right, power or privilege under this Agreement or the other Loan Documents and no course of dealing between Grantor, on the one hand, and Secured Party, on the other hand, shall operate as a waiver of any such right, power or privilege. No single or partial exercise of any right, power or privilege under this Agreement or the other Loan Documents precludes any other or further exercise of any such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies expressly provided in this Agreement and the other Loan Documents are cumulative and not exclusive of any rights or remedies which Secured Party would otherwise have. No notice to or demand on Grantor in any case shall entitle Grantor to any other or further notice or demand in similar or other circumstances or shall constitute a waiver of the right of Secured Party to take any other or further action in any circumstances without notice or demand. Any waiver that is given shall be effective only if in writing and only for the limited purposes expressly stated in the applicable waiver. 8.

Other Waivers. Until the Discharge of Senior Indebtedness has occurred, without the Senior Agent's ’s written consent to the contrary, the each Subordinated Agent agrees, for and on behalf of itself and the Subordinated Lenders, that neither it nor (x) in the case of the Second Lien Agent, any Subordinated Lender Second Xxxx Xxxxxx, and (y) in the case of the Third Lien Agent, any Third Lien Lender, shall (i) seek relief from the automatic stay of Section 362 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) or any other stay in any Insolvency Proceeding in respect of any portion of the Collateral without the prior written consent of the Senior Agent, (ii) directly or indirectly propose or support any plan of reorganization or file any motion or pleading (or otherwise vote) in support of any motion or plan that is not supported by the Senior Agent and the Senior Lenders (unless such plan or motion provides for the Discharge of Senior Indebtedness) or that would challenge the enforceability of the Senior Indebtedness or the Liens on the Collateral securing same or that would otherwise be in contravention of this Subordination Agreement, (iii) directly or indirectly oppose any relief requested or supported by the Senior Agent (x) seeking relief from the automatic stay with respect to all or any portion of the Collateral or (y) in connection with any sale or other disposition free and clear of the Subordinated Agent's Agents’ and the Subordinated Lenders' ’ Liens under Section 363(f) of the Bankruptcy Code or any other similar provision of applicable law (and the each Subordinated Agent hereby consents, for and on behalf of itself and the Subordinated Lenders, to any such relief requested or supported by the Senior Agent), it being understood that any “credit bid” by the any Subordinated Agent, for and on behalf of the applicable Subordinated Lenders, as permitted by this Subordination Agreement, shall not be deemed to be in opposition of relief requested or supported by the Senior Agent, provided, that such "“credit bid" ” shall provide for the Discharge of Senior Indebtedness, (iv) object to any professional expense or other similar carve-out agreed to by the Senior Agent, (v) object to any sale of all or any portion of the Collateral or any related bidding procedures in accordance with Sections 363 or 365 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), or in accordance with a court order entered in an Insolvency Proceeding, (vi) seek or request any adequate protection of its Liens (other than as permitted by Section 5.c above) or (vii) oppose or seek to challenge any claim by the Senior Agent or any Senior Lender for allowance of Senior Obligations consisting of post-petition interest, fees or expenses to the extent such interest, fees and other charges are paid solely from a DIP Financing provided by such Senior Agent or any Senior Lender or from proceeds of such Collateral (as defined in the Senior NIA), without regard to the existence of the Lien of the Subordinated Agent on the Collateral (as defined in the Senior NIA). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, waives any claim it or they may now or hereafter have against the Senior Agent or any Senior Lender arising out of the election of the Senior Agent or any Senior Lender, in any case instituted under the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees that it will not, directly or indirectly, assert or support the assertion of, and hereby waives any right that it may have to assert or support the assertion of, any surcharge or claim for costs or expenses of preserving or disposing of any Collateral senior to or on a parity with the Liens on the Collateral (as defined in the Senior NIA) securing the Senior Obligations of the Senior Agent or any Senior Lender under Section 506(c) or the "equities of the case" exception of Section 552(b) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) as against the Senior Agent or any Senior Lender or with respect to any of the Collateral. e.similar

Other Waivers. Until the Discharge Failure by either party to declare an Event of Senior Indebtedness has occurred, without the Senior Agent's written consent to the contrary, the Subordinated Agent agrees, for and on behalf of itself and the Subordinated Lenders, that neither it nor any Subordinated Lender shall (i) seek relief from the automatic stay of Section 362 of the Bankruptcy Code Default (or a default by Landlord) immediately upon its occurrence, or delay in taking any similar provision under the law applicable to any Insolvency Proceeding) or any other stay in any Insolvency Proceeding in respect of any portion of the Collateral without the prior written consent of the Senior Agent, (ii) directly or indirectly propose or support any plan of reorganization or file any motion or pleading (or otherwise vote) in support of any motion or plan that is not supported by the Senior Agent and the Senior Lenders (unless such plan or motion provides for the Discharge of Senior Indebtedness) or that would challenge the enforceability of the Senior Indebtedness or the Liens on the Collateral securing same or that would otherwise be in contravention of this Subordination Agreement, (iii) directly or indirectly oppose any relief requested or supported by the Senior Agent (x) seeking relief from the automatic stay with respect to all or any portion of the Collateral or (y) action in connection with an Event of Default (or a default by Landlord), shall not constitute a waiver of default, but the non-defaulting party shall have the right to declare the default at any sale time and take such action as is lawful or other disposition free and clear authorized under this Lease. Pursuit of any one or more of the Subordinated Agent's and the Subordinated Lenders' Liens under Section 363(f) remedies set forth in this Lease above shall not preclude pursuit of any one or more of the Bankruptcy Code other remedies provided elsewhere in this Lease or provided by law, nor shall pursuit of any other similar provision remedy constitute forfeiture or waiver of applicable law (and any rent or damages accruing to the Subordinated Agent hereby consents, for and on behalf of itself and the Subordinated Lenders, to any such relief requested or supported non-defaulting party by the Senior Agent), it being understood that any “credit bid” by the Subordinated Agent, for and on behalf reason of the Subordinated Lendersviolation of any of the terms, as permitted provisions or covenants of this Lease. Failure by this Subordination Agreement, either party to enforce one or more of the remedies provided upon an Event of Default (or a default by Landlord) shall not be deemed or construed to be in opposition of relief requested or supported by the Senior Agent, provided, that such "credit bid" shall provide for the Discharge of Senior Indebtedness, (iv) object to any professional expense or other similar carve-out agreed to by the Senior Agent, (v) object to any sale of all or any portion constitute a waiver of the Collateral default or any related bidding procedures in accordance with Sections 363 or 365 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), or in accordance with a court order entered in an Insolvency Proceeding, (vi) seek or request any adequate protection of its Liens (other than as permitted by Section 5.c above) or (vii) oppose or seek to challenge any claim by the Senior Agent or any Senior Lender for allowance of Senior Obligations consisting of post-petition interest, fees or expenses to the extent such interest, fees and other charges are paid solely from a DIP Financing provided by such Senior Agent or any Senior Lender or from proceeds of such Collateral (as defined in the Senior NIA), without regard to the existence of the Lien of the Subordinated Agent on the Collateral (as defined in the Senior NIA). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, waives any claim it or they may now or hereafter have against the Senior Agent or any Senior Lender arising out of the election of the Senior Agent or any Senior Lender, in any case instituted under the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees that it will not, directly or indirectly, assert or support the assertion of, and hereby waives any right that it may have to assert or support the assertion of, any surcharge or claim for costs or expenses of preserving or disposing of any Collateral senior to other violation or on a parity with the Liens on the Collateral (as defined in the Senior NIA) securing the Senior Obligations breach of the Senior Agent or any Senior Lender under Section 506(c) or the "equities of the case" exception of Section 552(b) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) as against the Senior Agent or any Senior Lender or with respect to any of the Collateralterms, provisions and covenants contained in this Lease. e.No agreement to accept a surrender of the Premises and no act or omission by Landlord or Landlord’s agents during the Term shall constitute an acceptance or surrender of the Premises or a termination of this Lease unless made in writing and signed by Landlord. No re-entry or taking possession of the Premises by Landlord shall constitute an election by Landlord to terminate this Lease unless a written notice of such intention is given to Tenant. No custom or practice which may develop between the parties in connection with the terms of this Lease shall be construed to waive or lessen either party’s right to insist upon strict performance of the terms of this Lease, without written notice thereof to the other party. XXXXXXXX AND TENANT EACH AGREE TO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN CONNECTION WITH THIS LEASE OR ANY MATTER ARISING HEREUNDER.

Other Waivers. Until the Discharge Failure by either party to declare an Event of Senior Indebtedness has occurred, without the Senior Agent's written consent to the contrary, the Subordinated Agent agrees, for and on behalf of itself and the Subordinated Lenders, that neither it nor any Subordinated Lender shall (i) seek relief from the automatic stay of Section 362 of the Bankruptcy Code Default (or a default by Landlord) immediately upon its occurrence, or delay in taking any similar provision under the law applicable to any Insolvency Proceeding) or any other stay in any Insolvency Proceeding in respect of any portion of the Collateral without the prior written consent of the Senior Agent, (ii) directly or indirectly propose or support any plan of reorganization or file any motion or pleading (or otherwise vote) in support of any motion or plan that is not supported by the Senior Agent and the Senior Lenders (unless such plan or motion provides for the Discharge of Senior Indebtedness) or that would challenge the enforceability of the Senior Indebtedness or the Liens on the Collateral securing same or that would otherwise be in contravention of this Subordination Agreement, (iii) directly or indirectly oppose any relief requested or supported by the Senior Agent (x) seeking relief from the automatic stay with respect to all or any portion of the Collateral or (y) action in connection with an Event of Default (or a default by Landlord), shall not constitute a waiver of default, but the non-defaulting party shall have the right to declare the default at any sale time and take such action as is lawful or other disposition free and clear authorized under this Lease. Pursuit of any one or more of the Subordinated Agent's and the Subordinated Lenders' Liens under Section 363(f) remedies set forth in this Lease above shall not preclude pursuit of any one or more of the Bankruptcy Code other remedies provided elsewhere in this Lease or provided by law, nor shall pursuit of any other similar provision remedy constitute forfeiture or waiver of applicable law (and any rent or damages accruing to the Subordinated Agent hereby consents, for and on behalf of itself and the Subordinated Lenders, to any such relief requested or supported non-defaulting party by the Senior Agent), it being understood that any “credit bid” by the Subordinated Agent, for and on behalf reason of the Subordinated Lendersviolation of any of the terms, as permitted provisions or covenants of this Lease. Failure by this Subordination Agreement, either party to enforce one or more of the remedies provided upon an Event of Default (or a default by Landlord) shall not be deemed or construed to be in opposition of relief requested or supported by the Senior Agent, provided, that such "credit bid" shall provide for the Discharge of Senior Indebtedness, (iv) object to any professional expense or other similar carve-out agreed to by the Senior Agent, (v) object to any sale of all or any portion constitute a waiver of the Collateral default or any related bidding procedures in accordance with Sections 363 or 365 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), or in accordance with a court order entered in an Insolvency Proceeding, (vi) seek or request any adequate protection of its Liens (other than as permitted by Section 5.c above) or (vii) oppose or seek to challenge any claim by the Senior Agent or any Senior Lender for allowance of Senior Obligations consisting of post-petition interest, fees or expenses to the extent such interest, fees and other charges are paid solely from a DIP Financing provided by such Senior Agent or any Senior Lender or from proceeds of such Collateral (as defined in the Senior NIA), without regard to the existence of the Lien of the Subordinated Agent on the Collateral (as defined in the Senior NIA). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, waives any claim it or they may now or hereafter have against the Senior Agent or any Senior Lender arising out of the election of the Senior Agent or any Senior Lender, in any case instituted under the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees that it will not, directly or indirectly, assert or support the assertion of, and hereby waives any right that it may have to assert or support the assertion of, any surcharge or claim for costs or expenses of preserving or disposing of any Collateral senior to other violation or on a parity with the Liens on the Collateral (as defined in the Senior NIA) securing the Senior Obligations breach of the Senior Agent or any Senior Lender under Section 506(c) or the "equities of the case" exception of Section 552(b) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) as against the Senior Agent or any Senior Lender or with respect to any of the Collateralterms, provisions and covenants contained in this Lease. e.No agreement to accept a surrender of the Premises and no act or omission by Landlord or Landlord’s agents during the Term shall constitute an acceptance or surrender of the Premises or a termination of this Lease unless made in writing and signed by Landlord. No re-entry or taking possession of the Premises by Landlord shall constitute an election by Landlord to terminate this Lease unless a written notice of such intention is given to Tenant. No custom or practice which may develop between the parties in connection with the terms of this Lease shall be construed to waive or lessen either party’s right to insist upon strict performance of the terms of this Lease, without written notice thereof to the other party. LANDLORD AND TENANT EACH AGREE TO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN CONNECTION WITH THIS LEASE OR ANY MATTER ARISING HEREUNDER.