Common use of Certain Waivers and Consents Clause in Contracts

Certain Waivers and Consents. (a) Maker and all parties now or hereafter liable for the payment hereof, primarily or secondarily, directly or indirectly, and whether as endorser, guarantor, surety, or otherwise, hereby severally (i) waive presentment, demand, protest, notice of protest and/or dishonor, and all other demands or notices of any sort whatever with respect to this Note, (ii) consent to impairment or release of collateral, extensions of time for payment, and acceptance of partial payments before, at, or after maturity, (iii) waive any right to require Holder to proceed against any security for this Note before proceeding hereunder, (iv) waive diligence in the collection of this Note or in filing suit on this Note, and (v) agree to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred in the collection of this Note or any part thereof or in preserving, securing possession of, and realizing upon any security for this Note. (b) No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past due installment, or indulgence as granted from time to time shall be construed as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or the right of Holder thereafter to insist upon strict compliance with the terms of this Note, or to prevent the right of such acceleration or any right granted hereunder or under the laws of the State of Georgia; and Maker hereby expressly waives, to the extent possible, the benefit of any statute or rule of law or equity, now provided or which shall be provided which would produce a result contrary or in conflict with the foregoing. No extension of time for the payment of this Note or any installment due hereunder made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part, unless Holder specifically and expressly agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought.

Certain Waivers and Consents. (a) Maker Each of Debtor and all parties now or hereafter liable for Subordinate Creditor hereby waives any defense based on the payment hereofadequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by Administrative Agent. To the fullest extent permitted by law, primarily or secondarily, directly or indirectly, each of Debtor and whether as endorser, guarantor, surety, or otherwise, Subordinate Creditor hereby severally further waives: (i) waive presentment, demand, protest, notice of protest and/or protest, notice of default or dishonor, notice of payment or nonpayment and any and all other notices and demands or notices of any sort whatever kind in connection with respect all negotiable instruments evidencing all or any portion of the Superior Debt or the Subordinated Debt to this Note, which Debtor or Subordinate Creditor may be a party; (ii) consent the right to impairment require any Agent or release of collateral, extensions of time for payment, and acceptance of partial payments before, atany Lender to marshal any securities, or after maturityto enforce any security interest or lien that any Agent or any Lender may now or hereafter have in any Collateral securing the Superior Debt or to pursue any claim it may have against Debtor, as a condition to Agents’ or Lenders’ entitlement to receive any payment on account of the Subordinated Debt under the circumstances and to the extent expressly provided in Section 2(b) above; (iii) waive any right to require Holder to proceed against any security for notice of the acceptance of this Note before proceeding hereunder, Agreement by Administrative Agent; (iv) waive diligence notice of any loans made under, extensions granted, amendments to the Credit Agreement or the other Credit Documents or other action taken in the collection of this Note or in filing suit on this Note, reliance hereon; and (v) agree to pay all costs other demands and expensesnotices of every kind in connection with this Agreement, including reasonable attorneys' feesthe Superior Debt or the Subordinated Debt. Subordinate Creditor hereby consents and agrees that Administrative Agent may, which may be incurred without in any manner impairing, releasing or otherwise affecting the collection of subordination provided for in this Note Agreement or any part thereof of Administrative Agent’s rights hereunder and without prior notice to or in preservingthe consent of Subordinate Creditor: (i) release, securing possession ofrenew, and realizing upon extend, compromise, postpone the time of payment of or increase the amount or rate of interest applicable to any security for this Note. (b) No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past due installment, or indulgence as granted from time to time shall be construed as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby Superior Debt; (ii) substitute, exchange or as a waiver of such right of acceleration release any or the right of Holder thereafter to insist upon strict compliance with the terms of this Note, or to prevent the right of such acceleration or any right granted hereunder or under the laws all of the State Collateral or decline or neglect to perfect Administrative Agent’s security interest in any of Georgiathe Collateral; and Maker hereby expressly waives, to the extent possible, the benefit of (iii) add or release any statute Person primarily or rule of law or equity, now provided or which shall be provided which would produce a result contrary or in conflict with the foregoing. No extension of time for the payment of this Note or any installment due hereunder made by agreement with any person now or hereafter secondarily liable for any of the payment of this Note shall operate to release, dischargeSuperior Debt; (iv) amend, modify, change renew or affect extend any of the original liability Credit Documents or waive or grant forbearances with respect to any Event of Maker under this Note, either in whole Default thereunder; and (v) increase or in part, unless Holder specifically and expressly agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by decrease the parties against whom enforcement amount of the Superior Debt or the rate of interest or the amount of any waiver, change, modification or discharge is soughtother charges payable in connection therewith.

Certain Waivers and Consents. Each Seller Party hereby agrees that he or it shall not make any claim for indemnification against the Company or any of its Subsidiaries (awhether pursuant to the Existing Operating Agreement or the Restated Operating Agreement or any indemnification or other agreement existing between the Company and such Seller Party or under applicable law or otherwise) Maker by reason of the fact that he or it is or was a member, manager, officer, employee or agent of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a partner, manager, member, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Purchaser Parties against such Seller Party pursuant to this Agreement, and each Seller Party hereby acknowledges and agrees that he or it shall have no claims or right to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by such Seller Party pursuant to this Paragraph 8B (with it being understood, however, that nothing in this Paragraph 8B(v) shall constitute a waiver by such Seller Party of any claims against any other Person). Except for liabilities arising in the ordinary course under the agreements set forth on the Affiliated Transactions Schedule and the payment of “Permitted Tax Distributions” under the Existing Operating Agreement and the Restated Operating Agreement, effective upon the Closing, each of the Seller Parties hereby irrevocably waives, releases and discharges the Company and its Subsidiaries from any and all parties now liabilities and obligations to such Seller Party of any kind or hereafter liable for nature whatsoever, whether in its capacity as a member, manager, stockholder, officer or director of the payment hereofCompany or any of its Subsidiaries or otherwise, primarily in each case based on facts, events or secondarilycircumstances arising prior to the Closing and whether absolute or contingent, directly liquidated or indirectlyunliquidated, and whether as endorser, guarantor, surety, arising under any agreement or otherwise, hereby severally understanding (i) waive presentment, demand, protest, notice of protest and/or dishonor, other than this Agreement and all other demands or notices of any sort whatever with respect to this Note, (ii) consent to impairment or release of collateral, extensions of time for payment, and acceptance of partial payments before, at, or after maturity, (iii) waive any right to require Holder to proceed against any security for this Note before proceeding hereunder, (iv) waive diligence in the collection of this Note or in filing suit on this Note, and (v) agree to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred in the collection of this Note or any part thereof or in preserving, securing possession of, and realizing upon any security for this Note. (b) No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past due installment, or indulgence as granted from time to time shall be construed as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby other agreements executed and delivered in connection herewith) or as a waiver of such right of acceleration or the right of Holder thereafter to insist upon strict compliance with the terms of this Note, or to prevent the right of such acceleration or any right granted hereunder or under the laws of the State of Georgia; and Maker hereby expressly waives, to the extent possible, the benefit of any statute or rule of otherwise at law or equity, now provided and such Seller Party shall not seek to recover any amounts in connection therewith or which shall be provided which would produce a result contrary or in conflict with thereunder from the foregoing. No extension of time for the payment of this Note Company or any installment due hereunder made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part, unless Holder specifically and expressly agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the parties against whom enforcement of any waiver, change, modification or discharge is soughtits Subsidiaries.