Common use of Knowing and Explicit Waivers Clause in Contracts

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.19. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower or its property, Agent, when so instructed by Lender, is hereby irrevocably authorized and empowered (in the name of Borrower or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lender; and each Subsidiary Guarantor shall promptly take such action as Lender may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness for the account of the Borrower and any Subsidiary Guarantor and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; (B) to execute and deliver to Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1911. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness is outstanding, any proceeding under any Bankruptcy Law is commenced by or against any Borrower or its property, Agent, when so instructed by Lender, the Lender is hereby irrevocably authorized and empowered (in the name of such Borrower or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lender; and each Subsidiary Guarantor shall promptly take such action as Lender may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness for the account of the such Borrower and any Subsidiary Guarantor and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; (B) to execute and deliver to Agent the Lender such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.195. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS ARE MADE WITH FULL KNOWLEDGE OF ITS THEIR SIGNIFICANCE AND CONSEQUENCES, AND THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT WHICH EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Affiliate Indebtedness is outstanding, any proceeding under any Bankruptcy Law Insolvency Proceeding is commenced by or against any Borrower or Subsidiary Guarantor or its property, the Agent, when so instructed by Lenderthe Majority Lenders, is hereby irrevocably authorized and empowered (in the name of Borrower the Lenders or in the name of any Subsidiary the applicable Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor the Subordinated Affiliate Indebtedness and give acquittances acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Affiliate Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lenderthe Agent and the Lenders; and each Subsidiary Guarantor shall promptly take such action as Lender the Agent (on instruction from the Majority Lenders) may reasonably request: request (A) to collect the Subsidiary Guarantor Subordinated Affiliate Indebtedness for the account of the Borrower and any Subsidiary Guarantor Lenders and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Affiliate Indebtedness; , (B) to execute and deliver to the Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Affiliate Indebtedness; , and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Affiliate Indebtedness Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1911. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. 11.22 If, while any Subsidiary Guarantor Subordinated Indebtedness is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower any Obligor or its property, Agent, when so instructed by Lender, the Lender is hereby irrevocably authorized and empowered (in the name of Borrower such Obligor or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx sue for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lender; and each Subsidiary Guarantor shall promptly take such action as Lender may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness for the account of the Borrower such Obligor and any Subsidiary Guarantor and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; (B) to execute and deliver to Agent the Lender such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Payments.. (SIGNATURES TO FOLLOW) 68

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1910.14. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness Debt is outstanding, any proceeding under any Bankruptcy Debtor Relief Law is commenced by or against Borrower or its property, Administrative Agent, when so instructed by LenderL/C Issuer, Swing Line Lender and Required Lenders, is hereby irrevocably authorized and empowered (in the name of Borrower Lending Parties or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness Debt and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated IndebtednessDebt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of LenderAdministrative Agent and Lending Parties; and each Subsidiary Guarantor shall promptly take such action as Administrative Agent (on instruction from L/C Issuer, Swing Line Lender and Required Lenders) may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness Debt for the account of the Borrower and any Subsidiary Guarantor Lending Parties and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated IndebtednessDebt; (B) to execute and deliver to Administrative Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated IndebtednessDebt; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Debt Payments.

Knowing and Explicit Waivers. THE SELLER PARTIES ACKNOWLEDGE THAT PURCHASER PARTIES ARE RELYING ON THIS AGREEMENT IN ENTERING INTO THE ASSET PURCHASE AGREEMENT AND THE ANCILLARY AGREEMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY. SELLER PARTIES AND/OR THEIR RESPECTIVE AFFILIATES ARE PRINCIPAL STOCKHOLDERS AND/OR DEBT HOLDERS OF SELLER AND ACCORDINGLY SELLER PARTIES REPRESENT THAT THEY FULLY UNDERSTAND THE BUSINESS, PROSPECTS, CASH POSITION, LIABILITIES, OPERATING RESULTS AND FINANCIAL CONDITION OF SELLER AND THE PROVISIONS OF THE ASSET PURCHASE AGREEMENT AND THE ANCILLARY AGREEMENTS. SELLER PARTIES HAVE ENTERED INTO THIS AGREEMENT BASED SOLELY ON THEIR INDEPENDENT KNOWLEDGE OF THESE FACTS RELATING TO SELLER AND SELLER PARTIES ACCORDINGLY ASSUME FULL RESPONSIBILITY FOR OBTAINING ANY FURTHER INFORMATION WITH RESPECT TO SELLER OR THE CONDUCT OF SELLER'S BUSINESS. SELLER PARTIES REPRESENT THAT, AS BETWEEN SELLER PARTIES AND PURCHASER PARTIES, SELLER PARTIES ARE NOW AND WILL FOREVER REMAIN RESPONSIBLE FOR ASCERTAINING THE FINANCIAL CONDITION OF SELLER. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES OF SELLER PARTIES WAIVES ANY DUTY ON THE PART OF ANY OF THE RELEASED PARTIES TO DISCLOSE TO IT, AND AGREES THAT IT IS NOT RELYING ON OR EXPECTING ANY OF THE RELEASED PARTIES TO DISCLOSE TO IT, ANY FACT NOW OR HEREAFTER KNOWN BY ANY OF THE RELEASED PARTIES RELATING TO THE OPERATION OR CONDITION OF SELLER. SELLER PARTIES WAIVE ANY RIGHT TO ASSERT AGAINST ANY PURCHASER PARTIES ANY DEFENSES OR SET-OFF RIGHTS SELLER HAS OR MAY ACQUIRE AGAINST ANY OF PURCHASER PARTIES. SELLER PARTIES HEREBY WAIVE, FOR THEMSELVES AND EACH AFFILIATE, ANY AND ALL DEFENSES BASED UPON OR ARISING BY REASON OF (A) ANY DISABILITY OR OTHER DEFENSE OF SELLER OR ANY OTHER PERSON, (B) THE CESSATION, OR ANY LIMITATION, FROM ANY CAUSE WHATSOEVER, OF ANY LIABILITY OF SELLER OR ANY PORTION THEREOF, (C) ANY LACK OF AUTHORITY OF ANY AGENT OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, (D) ANY DEFECT IN THE FORMATION OR OTHER CORPORATE FORMALITIES OF SELLER, (E) THE APPLICATION BY SELLER OF THE PURCHASE PRICE OR ANY PORTION THEREOF FOR PURPOSES OTHER THAN THE PURPOSES REPRESENTED TO, OR INTENDED OR UNDERSTOOD BY SELLER PARTIES OR ANY AFFILIATE, INCLUDING WITHOUT LIMITATION THE DISTRIBUTION BY SELLER OF ANY PORTION OF THE PURCHASE PRICE TO ANY CREDITOR OR SHAREHOLDER OTHER THAN SELLER PARTIES; (F) ANY ACT OR OMISSION BY SELLER OR PURCHASER PARTIES THAT DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW OR OTHERWISE, RESULTS IN OR AIDS THE DISCHARGE OF SELLER, ANY LIABILITIES OF SELLER OR ANY CLAIM OR ENCUMBRANCE ON OR WITH RESPECT TO ANY OF THE PURCHASED ASSETS; (G) ANY MODIFICATION OF SELLER'S OBLIGATIONS TO ANY PURCHASER PARTY OR ANY PURCHASER INDEMNITEE IN ANY FORM WHATSOEVER, INCLUDING BY AMENDMENT TO THE ASSET PURCHASE AGREEMENT OR ANY ANCILLARY AGREEMENT OR ASSERTION, PAYMENT OR SETTLEMENT OF ANY CLAIM FOR INDEMNIFICATION BROUGHT THEREUNDER OR ANY OTHER RENEWAL, EXTENSION, ACCELERATION, INCREASE, MODIFICATION, OR OTHER CHANGE IN TIME FOR PAYMENT OF SELLER'S OBLIGATIONS OR LIABILITIES TO EITHER OF THE PURCHASER PARTIES UNDER THE ASSET PURCHASE AGREEMENT OR OTHERWISE OR (H) AN ELECTION OF REMEDIES BY ANY OF THE RELEASED PARTIES, EVEN THOUGH THAT ELECTION OF REMEDIES HAS TERMINATED SELLER PARTIES' SECURITY INTEREST IN OR OTHER RIGHTS WITH RESPECT TO THE PURCHASED ASSETS OR OTHER RIGHTS. EACH OF SELLER PARTIES REPRESENTS AND WARRANTS THAT IT IS FULLY AWARE OF THE SPECIFIC PROVISIONS OF DIVISION THREE, PART 4, TITLE 13 OF THE CALIFORNIA CIVIL CODE ("CCC"), INCLUDING SECTIONS 2787 THROUGH 2856 THEREOF, AND OF SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE ("CCP") AND SIMILAR PROVISIONS UNDER FLORIDA, OHIO AND OTHER STATES' LAWS; EACH OF SELLER PARTIES NEVERTHELESS WAIVES, FOR ITSELF AND EACH AFFILIATE, AND ANY ALL DEFENSES ARISING UNDER ANY OF SUCH STATUES OR ANY OTHER DEFENSES THAT ARE OR MAY BE AVAILABLE TO GUARANTORS OR SECURED PARTIES UNDER ANY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THOSE ARISING BY VIRTUE OF ANY ACT OR OMISSION OF SELLER OR ANY RELEASED PARTY OR OTHER PERSON INCLUDING WITHOUT LIMITATION THOSE LISTED IN THE ABOVE SECTIONS OF THE CCC AND CCP. EACH OF SELLER PARTIES FURTHER REPRESENTS AND WARRANTS THAT (A) ITS WAIVERS HEREIN OF ALL RIGHTS, BENEFITS, PROTECTIONS AND DEFENSES THAT MAY BE AVAILABLE UNDER OR BY VIRTUE OF THE ABOVE LISTED SECTIONS OF THE CCC AND CCP AND ALL OTHER WAIVERS HEREIN ARE EXPLICIT, KNOWING WAIVERS, (B) IT HAS EITHER OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.19AGREEMENT, (C) BY EXECUTING THIS AGREEMENT, IT IS WAIVING CERTAIN RIGHTS AS OTHERWISE SET FORTH HEREIN TO WHICH IT MAY OTHERWISE BE ENTITLED BY LAW, AND (D) IT IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS OF ANY OF THE RELEASED PARTIES OR OF SELLER AND THAT SUCH STATEMENTS OR REPRESENTATIONS, IF ANY, ARE OF NO FORCE OR EFFECT AND ARE FULLY SUPERSEDED BY THIS AGREEMENT. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS RELEASING PARTIES FURTHER WAIVES ALL RIGHTS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCESDEFENSES THAT SUCH RELEASING PARTY MAY HAVE BECAUSE THE SELLER'S OBLIGATIONS ARE SECURED BY REAL PROPERTY. THIS MEANS, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower or its property, Agent, when so instructed by Lender, is hereby irrevocably authorized and empowered (in the name of Borrower or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lender; and each Subsidiary Guarantor shall promptly take such action as Lender may reasonably requestAMONG OTHER THINGS: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness for the account of the Borrower and any Subsidiary Guarantor and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated IndebtednessPURCHASER PARTIES MAY COLLECT FROM ANY OF SELLER PARTIES ANY AMOUNTS DUE UNDER OR WHICH ARE RECOVERABLE BECAUSE OF A BREACH OF THIS AGREEMENT WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL OF SELLER; (B) to execute and deliver to Agent such powers of attorneyIF THE PURCHASER PARTIES FORECLOSE ON ANY REAL PROPERTY COLLATERAL PLEDGED BY THE SELLER: (i) THE AMOUNT OF THE OBLIGATIONS MAY BE REDUCED ONLY BY THE PRICE FOR WHICH THAT COLLATERAL IS SOLD AT THE FORECLOSURE SALE, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated IndebtednessEVEN IF THE COLLATERAL IS WORTH MORE THAN THE SALE PRICE; and (Cii) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness PaymentsPURCHASER PARTIES MAY COLLECT SUCH AMOUNTS FROM THE SELLER PARTIES EVEN IF PURCHASER PARTIES, BY FORECLOSING ON REAL PROPERTY COLLATERAL, HAVE DESTROYED ANY RIGHT SELLER PARTIES MAY HAVE TO COLLECT FROM PURCHASER PARTIES OR SELLER. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES SELLER PARTIES MAY HAVE BECAUSE SELLER'S OBLIGATIONS ARE SECURED BY REAL PROPERTY, INCLUDING WITHOUT LIMITATION ANY RIGHTS OR DEFENSES BASED UPON SECTION 580a, 580b, 580d, OR 726 OF THE CCP.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1911.17. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS ARE MADE WITH FULL KNOWLEDGE OF ITS THEIR SIGNIFICANCE AND CONSEQUENCES, AND THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT WHICH EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness Debt is outstanding, any proceeding under any Bankruptcy Law Insolvency Proceeding is commenced by or against the Borrower or its property, the Administrative Agent, when so instructed by Lenderthe Issuing Bank and/or the Majority Banks, is hereby irrevocably authorized and empowered (in the name of Borrower the Issuing Bank and the Banks or in the name of any Subsidiary the applicable Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor the Subordinated Indebtedness Debt and give acquittances acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated IndebtednessDebt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lenderthe Administrative Agent, the Issuing Bank and the Banks; and each Subsidiary Guarantor shall promptly take such action as Lender the Administrative Agent (on instruction from the Issuing Bank and/or the Majority Banks) may reasonably request: request (A) to collect the Subsidiary Guarantor Subordinated Indebtedness Debt for the account of the Borrower Issuing Bank and any Subsidiary Guarantor the Banks and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; Debt, (B) to execute and deliver to the Administrative Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; Debt, and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Debt Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1911.18. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS HEREIN, ARE MADE WITH FULL KNOWLEDGE OF ITS THEIR SIGNIFICANCE AND CONSEQUENCES, AND THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT WHICH EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness Debt is outstanding, any proceeding under any Bankruptcy Law Insolvency Proceeding is commenced by or against Borrower any Company or its property, the Agent, when so instructed by Lenderthe Issuing Bank and the Majority Banks, is hereby irrevocably authorized and empowered (in the name of Borrower the Issuing Bank and the Banks or in the name of any Subsidiary the Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor the Subordinated Indebtedness Debt and give acquittances acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated IndebtednessDebt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lenderthe Agent the Issuing Bank and the Banks; and each Subsidiary Guarantor shall promptly take such action as Lender the Agent (on instruction from the Issuing Bank and the Majority Banks) may reasonably request: request (A) to collect the Subsidiary Guarantor Subordinated Indebtedness Debt for the account of the Borrower Issuing Bank and any Subsidiary Guarantor the Banks and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; Debt, (B) to execute and deliver to Agent the Agent, such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; Debt, and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Debt Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1910.14. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness Debt is outstanding, any proceeding under any Bankruptcy Debtor Relief Law is commenced by or against any Borrower or its property, each Agent, when so instructed by LenderRequired Lenders, is hereby irrevocably authorized and empowered (in the name of Borrower Lending Parties or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx sue for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness Debt and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated IndebtednessDebt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lendereach Agent and the other Lending Parties; and each Subsidiary Guarantor shall promptly take such action as Lender any Agent (on instruction from Required Lenders) may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness Debt for the account of the Borrower and any Subsidiary Guarantor Lending Parties and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated IndebtednessDebt; (B) to execute and deliver to any Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated IndebtednessDebt; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Debt Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1910.4. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower or its property, AgentLender, when so instructed by Lender, is hereby irrevocably authorized and empowered (in the name of Borrower or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lender; and each Subsidiary Guarantor shall promptly take such action as Lender may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness for the account of the Borrower and any Subsidiary Guarantor and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; (B) to execute and deliver to Agent Lender such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1910.14. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness Debt is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower or its property, Administrative Agent, when so instructed by LenderL/C Issuer, Swing Line Lender and Required Lenders, is hereby irrevocably authorized and empowered (in the name of Borrower Lending Parties or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness Debt and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated IndebtednessDebt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of LenderAdministrative Agent and Lending Parties; and each Subsidiary Guarantor shall promptly take such action as Administrative Agent (on instruction from L/C Issuer, Swing Line Lender and Required Lenders) may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness Debt for the account of the Borrower and any Subsidiary Guarantor Lending Parties and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated IndebtednessDebt; (B) to execute and deliver to Administrative Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims 109 with respect to the Subsidiary Guarantor Subordinated IndebtednessDebt; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Debt Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY APPLICABLE GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1910.14. EACH SUBSIDIARY APPLICABLE GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY APPLICABLE GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Applicable Guarantor Subordinated Indebtedness Debt is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower or its property, Administrative Agent, when so instructed by LenderRequired Lenders, is hereby irrevocably authorized and empowered (in the name of Borrower Lending Parties or in the name of any Subsidiary Applicable Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Applicable Guarantor Subordinated Indebtedness Debt and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Applicable Guarantor Subordinated IndebtednessDebt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of LenderAdministrative Agent and the other Lending Parties; and each Subsidiary Applicable Guarantor shall promptly take such action as Lender Administrative Agent (on instruction from Required Lenders) may reasonably request: (A) to collect the Subsidiary Applicable Guarantor Subordinated Indebtedness Debt for the account of the Borrower and any Subsidiary Guarantor Lending Parties and to file appropriate claims or proofs of claim in respect of the Subsidiary Applicable Guarantor Subordinated IndebtednessDebt; (B) to execute and deliver to Administrative Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Applicable Guarantor Subordinated IndebtednessDebt; and (C) to collect and receive any and all Subsidiary Applicable Guarantor Subordinated Indebtedness Debt Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1912. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower or its property, Agent, when so instructed by Lender, Lender is hereby irrevocably authorized and empowered (in the name of Borrower or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lender; and each Subsidiary Guarantor shall promptly take such action as Lender may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness for the account of the Borrower and any Subsidiary Guarantor and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; (B) to execute and deliver to Agent Lender such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1912. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower or its property, Agent, when so instructed by Lender, is hereby irrevocably authorized and empowered (in the name of Borrower or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lender; and each Subsidiary Guarantor shall promptly take such action as Lender may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness for the account of the Borrower and any Subsidiary Guarantor and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; (B) to execute and deliver to Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1910.14. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness Debt is outstanding, any proceeding under any Bankruptcy Law is commenced by or against any Borrower or its property, each Agent, when so instructed by LenderRequired Lenders, is hereby irrevocably authorized and empowered (in the name of Borrower Lending Parties or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx sue for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness Debt and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated IndebtednessDebt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lendereach Agent and the other Lending Parties; and each Subsidiary Guarantor shall promptly take such action as Lender any Agent (on instruction from Required Lenders) may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness Debt for the account of the Borrower and any Subsidiary Guarantor Lending Parties and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated IndebtednessDebt; (B) to execute and deliver to Collateral Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated IndebtednessDebt; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Debt Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1910.14. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness Debt is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower or its property, Administrative Agent, when so instructed by LenderL/C Issuer, Swing Line Lender and Required Lenders, is hereby irrevocably authorized and empowered (in the name of Borrower Lending Parties or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness Debt and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated IndebtednessDebt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of LenderAdministrative Agent and Lending Parties; and each Subsidiary Guarantor shall promptly take such action as Administrative Agent (on instruction from L/C Issuer, Swing Line Lender and Required Lenders) may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness Debt for the account of the Borrower and any Subsidiary Guarantor Lending Parties and to file appropriate claims or proofs of claim in respect of the 107 Subsidiary Guarantor Subordinated IndebtednessDebt; (B) to execute and deliver to Administrative Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated IndebtednessDebt; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Debt Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.19Each Subsidiary Guarantor acknowledges that it either has obtained the advice of legal counsel or has had the opportunity to obtain such advice in connection with the terms and provisions of this Section 10.15. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCESEach Subsidiary Guarantor acknowledges and agrees that each of the waivers and consents set forth herein is made with full knowledge of its significance and consequences, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLEthat all such waivers and consents herein are explicit and knowing and that each Subsidiary Guarantor expects such waivers and consents to be fully enforceable. If, while any Subsidiary Guarantor Subordinated Indebtedness is outstanding, any proceeding under any Bankruptcy Law is commenced by or against any Borrower or its property, Administrative Agent, when so instructed by LenderL/C Issuer, Swing Line Lender and Required Lenders, is hereby irrevocably authorized and empowered (in the name of Borrower Lending Parties or in the name of any Subsidiary Guarantor or otherwise), but shall will have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of LenderAdministrative Agent and Lending Parties; and each Subsidiary Guarantor shall will promptly take such action as Administrative Agent (on instruction from L/C Issuer, Swing Line Lender and Required Lenders) may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness for the account of the Borrower and any Subsidiary Guarantor Lending Parties and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; (B) to execute and deliver to Administrative Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Payments.

Knowing and Explicit Waivers. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11.1910.14. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE. If, while any Subsidiary Guarantor Subordinated Indebtedness Debt is outstanding, any proceeding under any Bankruptcy Law is commenced by or against Borrower or its property, Administrative Agent, when so instructed by LenderL/C Issuer, Swing Line Lender and Required Lenders, is hereby irrevocably authorized and empowered (in the name of Borrower Lending Parties or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness Debt and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated IndebtednessDebt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of LenderAdministrative Agent and Lending Parties; and each Subsidiary Guarantor shall promptly take such action as Administrative Agent (on instruction from L/C Issuer, Swing Line Lender and Required Lenders) may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness Debt 121 for the account of the Borrower and any Subsidiary Guarantor Lending Parties and to file appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated IndebtednessDebt; (B) to execute and deliver to Administrative Agent such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated IndebtednessDebt; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Debt Payments.