Common use of Certain Rights and Obligations Clause in Contracts

Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the Banks, without notice, demand or any reservation of rights against the Guarantors and without affecting the Guarantors’ obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any Person and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or Person; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the Banks, in their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks in their sole discretion may determine; (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.

Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the BanksGuarantor authorizes Bank, without notice, demand or any reservation of rights against the Guarantors Guarantor and without affecting the Guarantors’ Guarantor’s obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of in accordance with the Loan Agreement and the other Loan DocumentsDocuments (as defined therein); (ii) to accept from any Person person or entity and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person person or entity who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person person or entity in any way obligated to pay the Indebtedness or any part thereofthereof or performance of Borrower’s obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, person or Personentity; (iv) to dispose of any and all collateral securing the Indebtedness in any manner permitted by applicable law as the Agent or the BanksBank, in their its sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks Bank, in their its sole discretion may determine; and (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.

Certain Rights and Obligations. (a) The Guarantors authorize Each Guarantor acknowledges and agrees that Buyer and Collateral Agent, for its benefit and as collateral agent for the Agent and the Banksbenefit of Buyer, may, without notice, demand or any reservation of rights against the Guarantors such Guarantor and without affecting the Guarantors’ such Guarantor’s obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness Obligations or any part thereof or grant other indulgences to the Debtor Company or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any Person person or entity and hold collateral for the payment of the Indebtedness Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Indebtedness Obligations or any part thereof, and to discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or discharge, release or compromise any Person Guarantor, or any other person or entity who has given any security interest in any collateral as security for the payment of the Indebtedness Obligations or any part thereof, or any other Person person or entity in any way obligated to pay the Indebtedness Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or Personperson or entity; (iv) to dispose of any and all collateral securing the Indebtedness Obligations in any commercially reasonable manner (to the extent required under applicable law) as the Agent or the BanksCollateral Agent, in their sole discretion, its reasonable discretion may deem appropriate, consider appropriate and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness Obligations or any part thereof as the Collateral Agent or the Banks in their its sole discretion may determine; (v) except as otherwise provided in subject to the Loan Agreementterms of the Notes, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness Obligations (whether principal, interest, fees, costs, and expenses, or otherwise), including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Buyer might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the BanksCollateral Agent, in their its sole discretion, may deem appropriate appropriate; and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors such Guarantor as a guarantor or surety in whole or in part, and in no case shall the Buyer or Collateral Agent be responsible or the Banks be responsible, nor shall any Guarantor be released, released either in whole or in part for any act or omission in connection with the Buyer or Collateral Agent or the Banks having sold any security at less than its value; provided any such sale was conducted in a commercially reasonable manner (to the extent required under applicable law). Following the occurrence and during the continuance of an Event of Default, and upon demand by Collateral Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided and to the extent unpaid: without deduction by reason of any setoff, defense (other than payment) or counterclaim of the Company or any other Guarantor; without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to the Company or to any other person or entity; without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of the Company or any other Guarantor; without requiring Buyer or Collateral Agent to resort first to the Company (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which Buyer or Collateral Agent may hold; without requiring notice of acceptance hereof or assent hereto by Buyer or Collateral Agent; and without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by Buyer or Collateral Agent upon this Guaranty; all of which each Guarantor hereby waives. Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives: any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder; the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any document or any such security interest or other lien or guaranty of the Obligations; any failure to protect, preserve or insure any such collateral; failure of a Guarantor to receive notice of any intended disposition of such collateral; any defense arising by reason of the cessation from any cause whatsoever of liability of the Company including, without limitation, any failure, negligence or omission by Buyer or Collateral Agent in enforcing its claims against the Company; any release, settlement or compromise of any obligation of the Company, any other Guarantor or any other guarantor of the Obligations; the invalidity or unenforceability of any of the Obligations; any change of ownership of the Company, any other Guarantor or any other guarantor of the Obligations or the insolvency, bankruptcy or any other change in the legal status of the Company, any other Guarantor or any other guarantor of the Obligations; any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; the existence of any claim, setoff or other rights which the Guarantor, Company, any other Guarantor or guarantor of the Obligations or any other person or entity may have at any time against Buyer, Collateral Agent or the Company in connection herewith or any unrelated transaction; Buyer’s or Collateral Agent’s election in any case instituted under valuechapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; any use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code; the disallowance of all or any portion of any of Buyer’s or Collateral Agent’s claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; any stay or extension of time for payment by the Company or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law; or any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiv) of this Section 5(c).

Certain Rights and Obligations. (a) The Guarantors authorize the Guarantor authorizes Agent and the BanksLenders, without notice, demand or any reservation of rights against the Guarantors Guarantor and without impairing or affecting the Guarantors’ validity or enforceability of this Guaranty or Guarantor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Guaranty Indebtedness or any part thereof or grant other indulgences to the Debtor any Borrower or others, and to otherwise modify the terms of the Loan Agreement and the other Loan DocumentsPersons; (ii) to accept from any Person and hold collateral for the payment of the Guaranty Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Guaranty Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Guaranty Indebtedness or any part thereof, or any other Person in any way obligated to pay the Guaranty Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or Person; (iv) subject to the notice provision set forth in SECTION 4 hereof, to dispose of any and all collateral securing the Guaranty Indebtedness in any manner as the Agent or the BanksLenders, in its or their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Guaranty Indebtedness or any part thereof as the Agent or the Banks Lenders, in its or their sole discretion discretion, may determine; (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Guaranty Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise)) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Guaranty Indebtedness even though the Agent and the Lenders might lawfully have elected to apply such payments to the Guaranty Indebtedness or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the BanksLenders, in its or their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors Guarantor as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks Lenders be responsible, nor responsible or shall any Guarantor be released, released either in whole or in part for any act or omission in connection with the Agent or the Banks Lenders having sold any security collateral at an under less than fair market value.

Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the Banks, without notice, demand or any reservation of rights against the Guarantors and without affecting the Guarantors’ ' obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any Person and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or Person; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the Banks, in their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks in their sole discretion may determine; (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.

Certain Rights and Obligations. (a) The Guarantors authorize the Each Guarantor authorizes Agent and the BanksLenders, without notice, demand or any reservation of rights against the Guarantors such Guarantor and without impairing or affecting the Guarantors’ validity or enforceability of this Guaranty or such Guarantor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Guaranty Indebtedness or any part thereof or grant other indulgences to the Debtor Borrower or others, and to otherwise modify the terms of the Loan Agreement and the other Loan DocumentsPersons; (ii) to accept from any Person and hold collateral for the payment of the Guaranty Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Guaranty Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Guaranty Indebtedness or any part thereof, or any other Person in any way obligated to pay the Guaranty Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or Person; (iv) subject to the notice provision set forth in SECTION 4(B) hereof, to dispose of any and all collateral securing the Guaranty Indebtedness in any manner as the Agent or the BanksLenders, in its or their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Guaranty Indebtedness or any part thereof as the Agent or the Banks Lenders, in its or their sole discretion discretion, may determine; (v) except as otherwise provided in the Loan Credit Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Guaranty Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise)) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Guaranty Indebtedness even though Agent and Lenders might lawfully have elected to apply such payments to the Guaranty Indebtedness or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the BanksLenders, in its or their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors such Guarantor as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks Lenders be responsible, nor responsible or shall any such Guarantor be released, released either in whole or in part for any act or omission in connection with the Agent or the Banks Lenders having sold any security collateral at an under less than fair market value.

Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the BanksLender, without notice, demand or any reservation of rights against the Guarantors Guarantors, and Lender and Debtor may, without affecting the Guarantors’ ' obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documentsthereof; (ii) to accept from any Person person or entity and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or any Person person or entity who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person person or entity in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or Personperson orentity; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the BanksLender, in their its sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks Lender, in their its sole discretion discretion, may determine; and (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.

Certain Rights and Obligations. (a) The Guarantors authorize Guarantor authorizes the Agent and the Banks, without notice, demand or any reservation of rights against the Guarantors Guarantor and without affecting the Guarantors’ Guarantor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any Person and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or Person; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the Banks, in their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks in their sole discretion may determine; (v) except as otherwise provided in the Loan Credit Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors Guarantor as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor responsible or shall any the Guarantor be released, released either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.

Certain Rights and Obligations. (a) The Guarantors authorize This Guaranty shall not be affected, changed or diminished in any respect by the Agent and taking or failure to take by the BanksLenders or the Agent, without notice, demand or any reservation of rights against the Guarantors Guarantor and without affecting the Guarantors’ Guarantor's obligations hereunder, from time to time, of any actions: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness Obligations or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to sell, assign or transfer, or grant participations in, any of the Loans or other Obligations or any of the Loan Documents to the extent permitted by, and in accordance with the Credit Agreement; (iii) to accept from any Person person or entity and hold collateral for the payment of the Indebtedness Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; (iiiiv) to accept and hold any endorsement indorsement or guaranty guarantee of payment of the Indebtedness Obligations or any part thereof, and to discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or any Person person or entity who has given any security interest in any collateral as security for the payment of the Indebtedness Obligations or any part thereof, or any other Person person or entity in any way obligated to pay the Indebtedness Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, person or Personentity; (ivv) to dispose of any and all collateral securing the Indebtedness Obligations in any commercially reasonable manner in accordance with the applicable terms of the Credit Agreement as the Agent Lenders or the BanksAgent, in their or its sole and absolute discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness Obligations or any part thereof as the Agent Lenders or the Banks Agent, in their or its sole discretion and absolute discretion, may determine; (vvi) except as otherwise provided in required by the Loan Credit Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness Obligations (whether principal, interest, fees, costs, and expenses, or otherwise); and (vivii) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent Lenders or the BanksAgent, in their or its sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors the Guarantor as a guarantor or surety in whole or in part, and in no case shall the Agent Lenders or the Banks Agent be responsible, nor responsible or shall any the Guarantor be released, released either in whole or in part for any act or omission in connection with the Agent Lenders or the Banks Agent having sold any security at an under valuevalue so long as such sale shall have occurred in a commercially reasonable manner.

Certain Rights and Obligations. (a) The Guarantors authorize the Each Guarantor authorizes Agent and the BanksLenders, without notice, demand or any reservation of rights against the Guarantors such Guarantor and without impairing or affecting the Guarantors’ validity or enforceability of this Guaranty or such Guarantor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Guaranty Indebtedness or any part thereof or grant other indulgences to the Debtor Borrower or others, and to otherwise modify the terms of the Loan Agreement and the other Loan DocumentsPersons; (ii) to accept from any Person and hold collateral for the payment of the Guaranty Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Guaranty Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Guaranty Indebtedness or any part thereof, or any other Person in any way obligated to pay the Guaranty Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or Person; (iv) subject to the notice provision set forth in Section 4(b) hereof, to dispose of any and all collateral securing the Guaranty Indebtedness in any manner as the Agent or the BanksLenders, in its or their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Guaranty Indebtedness or any part thereof as the Agent or the Banks Lenders, in its or their sole discretion discretion, may determine; (v) except as otherwise provided in the Loan Credit Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Guaranty Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise)) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Guaranty Indebtedness even though Agent and Lenders might lawfully have elected to apply such payments to the Guaranty Indebtedness or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the BanksLenders, in its or their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors such Guarantor as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks Lenders be responsible, nor responsible or shall any such Guarantor be released, released either in whole or in part for any act or omission in connection with the Agent or the Banks Lenders having sold any security collateral at an under less than fair market value.

Certain Rights and Obligations. (a) The Guarantors authorize the Guarantor authorizes Agent and the BanksLenders, without notice, demand or any reservation of rights against the Guarantors Guarantor and without impairing or affecting the Guarantors’ validity or enforceability of this Guaranty or Guarantor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness Guaranteed Obligations or any part thereof or grant other indulgences to the Debtor Borrowers or others, and to otherwise modify the terms of the Loan Agreement and the other Loan DocumentsPersons; (ii) to accept from any Person and hold collateral for the payment of the Indebtedness Guaranteed Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, 146 subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness Guaranteed Obligations or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Indebtedness Guaranteed Obligations or any part thereof, or any other Person in any way obligated to pay the Indebtedness Guaranteed Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or Person; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the BanksGuaranteed Obligations, in their sole discretion, may deem appropriatesubject to standards imposed by applicable law, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness Guaranteed Obligations or any part thereof as the Agent or the Banks Lenders, in their sole reasonable discretion may determine; (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness Guaranteed Obligations (whether principal, interest, fees, costs, costs and expenses, or otherwise)) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations even though Agent and the Lenders might lawfully have elected to apply such payments to the Guaranteed Obligations or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the BanksLenders, in their sole reasonable discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors Guarantor as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks Lenders be responsible, nor responsible or shall any Guarantor be released, released either in whole or in part for any act or omission in connection with the Agent or the Banks Lenders having sold any security collateral at an under less than fair market value, subject to standards imposed by applicable law.

Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the BanksLenders, without notice, demand or any reservation of rights against the Guarantors and without impairing or affecting the validity or enforceability of this Guaranty or the Guarantors’ ' obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness Obligations or any part thereof or grant other indulgences to the Debtor Borrower or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any Person and hold collateral for the payment of the Indebtedness Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness Obligations or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Indebtedness Obligations or any part thereof, or any other Person in any way obligated to pay the Indebtedness Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or Person; (iv) to dispose of any and all collateral Collateral securing the Indebtedness Obligations in any manner as the Agent or the BanksLenders, in their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness Obligations or any part thereof as the Agent or the Banks Lenders, in their sole discretion may determine; (v) except as otherwise provided in the Loan Credit Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness Obligations (whether principal, principal interest, fees, costs, costs and expenses, or otherwise)) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though the Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the BanksLenders, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of the Guarantors as a guarantor guarantors or surety sureties in whole or in part, and in no case shall the Agent or the Banks Lenders be responsible, nor responsible or shall any Guarantor the Guarantors be released, released either in whole or in part for any act or omission in connection with the Agent or the Banks Lenders having sold any security at an under value.

Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the BanksADES authorizes Lender, without notice, demand or any additional reservation of rights against the Guarantors ADES and without affecting the Guarantors’ ADES's obligations hereunder, from time to time: ; (i) to renew, refinance, modify, subordinate, extend, increase, accelerate accelerate, or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documentsthereof; (ii) to accept from any Person person or entity and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness or any part thereof or any negotiable instrument or other writing intended by any party to create an accord and satisfaction with respect to the Indebtedness or any part thereof, and to discharge, release terminate, release, substitute, replace or substitute modify any such obligation of any such endorser or guarantorADES, or any Person person or entity who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person person or entity in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, person or Personentity; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the BanksLender, in their its sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks Lender, in their its sole discretion discretion, may determine; and (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise); and , including, without limitation, if this Guaranty is limited in amount, to make any such application to Indebtedness, if any, in excess of the amount of this Guaranty. (vib) to take advantage or refrain from taking advantage If any default shall be made in the payment of any security or accept or make or refrain from accepting or making any compositions or arrangements when and Indebtedness, ADES hereby agrees to pay the same in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.full : 3

Certain Rights and Obligations. (a) The Guarantors authorize Guarantor authorizes the Agent and the Banks, without notice, demand or any reservation of rights against the Guarantors Guarantor and without affecting the Guarantors’ Guarantor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof partthereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any Person and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, or Person; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the Banks, in their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks in their sole discretion may determine; (v) except as otherwise provided in the Term Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors Guarantor as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor responsible or shall any the Guarantor be released, released either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.

Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the BanksGuarantor authorizes Bank, without notice, demand or any additional reservation of rights against the Guarantors Guarantor and without affecting the Guarantors’ Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate accelerate, or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documentsthereof; (ii) to accept from any Person person or entity and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Indebtedness or any part thereof or any negotiable instrument or other writing intended by any party to create an accord and satisfaction with respect to the Indebtedness or any part thereof, and to discharge, release terminate, release, substitute, replace or substitute modify any such obligation of any such endorser indorser or guarantor, or any Person person or entity who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person person or entity in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, person or Personentity; (iv) to dispose of or substitute any and all collateral securing the Indebtedness in any manner as the Agent or the BanksBank, in their its sole discretion, may deem appropriate, and to direct the order or manner of such disposition or substitution and the enforcement of any and all endorsements indorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks Bank, in their its sole discretion discretion, may determine; and (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise); and (vi) , including, without limitation, if this Guaranty is limited in amount, to take advantage or refrain from taking advantage of make any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banksapplication to Indebtedness, if any, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release excess of the liability amount of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under valuethis Guaranty.

Certain Rights and Obligations. (a) The Guarantors authorize Guarantor authorizes the Agent and the BanksCorporation, without notice, demand or any a y reservation of rights against the Guarantors Guarantor and without affecting the Guarantors’ Guarantor’s obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, p yment of the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documentsthereof; (ii) to accept from any Person person or entity and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, release such collateral or any part thereof; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Indebtedness or any part thereoft ereof, and to discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or any Person person or entity who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person person or entity in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserind rser, guarantor, person or Personentity; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the BanksCorporation, in their its sole discretion, may deem appropriate, appropriate and to direct the order or manner of such disposition and the enforcement of any and all endorsements indorsements and guaranties relating to the Indebtedness or of any part party thereof as the Agent or the Banks in their sole discretion may determine; (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the BanksCorporation, in their its sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.determine; and

Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the BanksLenders, without notice, demand or any reservation of rights against the Guarantors and without impairing or affecting the validity or enforceability of this Guaranty or the Guarantors’ ' obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness Obligations or any part thereof or grant other indulgences to the Debtor Borrower or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any Person and hold collateral for the payment of the Indebtedness Obligations or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; , (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness Obligations or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Indebtedness Obligations or any part thereof, or any other Person in any way obligated to pay the Indebtedness Obligations or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, guarantor or Person; (iv) to dispose of any and all collateral Collateral securing the Indebtedness Obligations in any manner as the Agent or the BanksLenders, in their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness Obligations or any part thereof as the Agent or the Banks Lenders, in their sole discretion may determine; (v) except as otherwise provided in the Loan Credit Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness Obligations (whether principal, interest, fees, costs, costs and expenses, or otherwise)) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though the Lenders might lawfully have elected to apply such payments to the Obligations or to amounts which are not covered by this Guaranty; and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the BanksLenders, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of the Guarantors as a guarantor guarantors or surety sureties in whole or in part, and in no case shall the Agent or the Banks Lenders be responsible, nor responsible or shall any Guarantor the Guarantors be released, released either in whole or in part for any act or omission in connection with the Agent or the Banks Lenders having sold any security at an under value.

Certain Rights and Obligations. (a) The Guarantors authorize the Agent and the BanksGuarantor authorizes Secured Party, without notice, demand or any reservation of rights against the Guarantors Guarantor and without affecting the Guarantors’ Guarantor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of of, or the interest on on, the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documentsthereof; (ii) to accept from any Person person or entity and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement indorsement or guaranty of payment of the Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser indorser or guarantor, or any Person person or entity who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person person or entity in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorserindorser, guarantor, person or Personentity; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the BanksSecured Party, in their its sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks Secured Party, in their its sole discretion discretion, may determine; and (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, costs and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.