Common use of Other Recourse Clause in Contracts

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyParty and each Lender. Debtor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, subject to the Intercreditor Agreement, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party. Any action described in this Section 4.7 may be taken by Secured Party only in accordance with the Intercreditor Agreement.

Other Recourse. Debtor waives Pledgor waives, to the fullest extent permitted by applicable law, any right to require Secured Party Pledgee or any Lender Lenders to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyPledgee's power. Debtor Pledgor further waives waives, to the fullest extent permitted by applicable law, any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives waives, to the fullest extent permitted by applicable law, any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor waives Pledgor waives, to the fullest extent permitted by applicable law, the right to enforce any remedy which Secured Party Pledgee or any Lender has or may hereafter have against any Other Liable Party, and waives waives, to the fullest extent permitted by applicable law, any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting DebtorPledgor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party Pledgee or any Lender Lenders to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyPledgee's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party Pledgee or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting DebtorPledgor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Each Grantor waives any right to require Collateral Agent or any other Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any other Grantor or Other Liable Party joined with Debtor such Grantor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Collateral Agent’s or such Secured Party's ’s power. Debtor Each Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Each Grantor further waives any defense arising by reason of any disability or other defense of any other Grantor or any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any other Grantor or any Other Liable Party. This Agreement shall continue as to each Grantor irrespective of the fact that the liability of any other Grantor or any Other Liable Party may have ceased and and, irrespective of the validity or enforceability of any other Obligation Loan Document to which Debtor any Grantor or any other Grantor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Grantor or any Other Liable Party or any other event or proceeding affecting any Grantor or any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor no Grantor shall have no any right to subrogation and Debtor each Grantor waives the right to enforce any remedy which Collateral Agent or any other Secured Party or any Lender has or may hereafter have against any Grantor or any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable PartyAgent.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor To the fullest extent permitted by applicable law, Informix waives any right to require Secured Party that Agent, BNPLC or any Lender to the Participants proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Informix in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's their power. Debtor further Informix waives any and all notice of acceptance of this Agreement and Agreement. Informix further waives notice of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives time and any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Informix shall have no right to subrogation subrogation, reimbursement, contribution or indemnity against any Other Liable Party and Debtor Informix waives the right to enforce any remedy which Secured Party Agent, BNPLC or any Lender Participant has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyAgent, BNPLC or any Participant. Debtor Informix authorizes Secured Party Agent, BNPLC and each Lenderthe Participants, without notice or demand, demand and without any reservation of rights against Debtor, Informix and without in any way affecting DebtorInformix's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after any Event of Default, apply or require the application of the Collateral (in accordance with this Agreement) or such other property in any order they may determine and to direct the order or manner of sale thereof as Secured Party they may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in with respect to any or all of the Secured Obligations or other security for the Secured Obligations, and (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Each Obligor waives any right to require Secured Party or any Lender to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in Secured Party's poweravailable to Lender. Debtor Each Obligor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor Each Obligor further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor no Obligor shall have no right to of subrogation and Debtor each Obligor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyLender. Debtor XXX XXXXX AND XXXXX XXXXX – AVATAR SYSTEMS, INC. LOAN AND SECURITY AGREEMENT - PAGE 26 Each Obligor authorizes Secured Party and each Lender, and without notice or demand, demand and without any reservation of rights against Debtor, such Obligor and without in any way affecting Debtor's such Obligor’s liability hereunder or on the Secured Obligations, from time to time Indebtedness to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Lender may in its discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Partythird party.

Other Recourse. Debtor Each Loan Party waives any right to require Secured Party or any Lender the Administrative Agent to proceed against any other Personperson, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor the Loan Parties in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's the Administrative Agent’s power. Debtor Each Loan Party further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Each Loan Party further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in fullfull (other than indemnification and other contingent obligations not then due and payable and as to which no claim has been made at such time), Debtor no Loan Party shall have no the right to subrogation and Debtor each Loan Party waives the right to enforce any remedy which Secured Party or any Lender the Administrative Agent has or may hereafter have against any Other Liable Party, and each Loan Party waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Partythe Administrative Agent. Debtor Each Loan Party authorizes Secured Party and each Lender, the Administrative Agent without notice or demand, demand and without any reservation of rights against Debtor, and such Loan Party without in any way affecting Debtor's such Loan Party’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) subject to the requirements of applicable law, apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party the Administrative Agent (acting at the written direction of the Required Lenders) may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Loan Document with any Person person other than Debtorany Loan Party, and (e) release or substitute any Other Liable Party. For the purpose of this Section 7.5, “Other Liable Party” means any person, other than a Loan Party, who may now or may at any time hereafter be primarily or secondarily liable for any of the Obligations or who may now or may at any time hereafter have granted to the Administrative Agent a security interest in or Lien upon any property as security for the Obligations.

Other Recourse. Each Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with such Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Each Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Each Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, no Debtor shall have no any right to subrogation and each Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Each Debtor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against such Debtor, and without in any way affecting such Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than such Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party Pledgee or any Lender Banks to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyPledgee's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party Pledgee or any Lender Bank has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each LenderBank, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting Debtor's [PLEDGOR'S] [OR BORROWER'S] liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Pledgee may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than DebtorPledgor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party or any Lender Pledgee to proceed against any other Personperson, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party other party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyPledgee's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable PartyAgreement. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party or any Lender Pledgee has or may hereafter have against any Other Liable Partyother party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party and each LenderPledgee, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting DebtorPledgor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Pledgee may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party other party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person person other than DebtorPledgor, and (e) release or substitute any Other Liable Partyother liable party. CUSIP Nos.: 000000000 Page 83 of 86 848926200

Other Recourse. Debtor Pledgor waives any right to require Secured Party Pledgee or any Lender Lenders to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Pledgee’s power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party Pledgee or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting Debtor's Pledgor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party or any Lender Pledgee to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyPledgee's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party or any Lender Pledgee has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party and each LenderPledgee, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting DebtorPledgor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate, or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party or any Lender -------------- to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor Pledgor in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in available to Secured Party's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor Pledgor shall have no right to of subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor Pledgor authorizes Secured Party Party, and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way CREDIT AGREEMENT - EXHIBIT "C" - Page 10 ------------------------------ affecting DebtorPledgor's liability hereunder or on the Secured ObligationsIndebtedness, from time to time to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Partythird party.

Other Recourse. Debtor Pledgor waives any right to require the Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in a Secured Party's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor Pledgor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which the Secured Party or any Lender has have or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by the Secured Party. Debtor Pledgor authorizes the Secured Party and each LenderParty, without notice or demand, without any reservation of rights against DebtorPledgor, and without in any way affecting DebtorPledgor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, 40 Collateral Pledge Agreement (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.1.20.12)

Other Recourse. Debtor Each Grantor waives any right to require any Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to marshal the Collateral, or to have any Other Liable Party Grantor joined with Debtor such Grantor in any suit arising out of the Secured Obligations or this Security Agreement, or to pursue any other remedy in Secured Party's the Collateral Agent’s power. Debtor Each Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party Grantor from time to time. Debtor Each Grantor further waives any defense arising by reason of any disability or other defense of any Other Liable Party Grantor or by reason of the cessation from any cause whatsoever of the liability of any Other Liable PartyGrantor. This Security Agreement shall continue irrespective of the fact that the liability of any Other Liable Party Grantor may have ceased and irrespective of the validity or enforceability of any other Obligation Transaction Document to which Debtor such Grantor or any Other Liable Party Grantor may be a party, and notwithstanding any death, incapacity, reorganization, reorganization or bankruptcy of any Other Liable Party Grantor or any other event or proceeding affecting any Other Liable PartyGrantor. Until all of the Secured Obligations shall have been paid in full, Debtor no Grantor shall have no any right to subrogation and Debtor each Grantor waives the right to enforce any remedy which any Secured Party or any Lender has or may hereafter have against any Other Liable PartyGrantor, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by the Collateral Agent. Each Grantor authorizes each Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtorsuch Grantor, and without in any way affecting Debtor's such Grantor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party the Collateral Agent may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party Grantor in respect to of any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Transaction Document with any Person other than Debtorsuch Grantor, and (e) release or substitute any Other Liable PartyGrantor.

Other Recourse. Debtor waives any right to require Secured Party *[or any Lender Lender] to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyParty and each Lender. Debtor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate, or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Each Debtor waives any right to require Secured Party or any other Lender Party to proceed against any other Person, to exhaust any Pledged Collateral or other security for the such Debtor’s Secured Obligations, to have any Other Liable Party joined with such Debtor in any suit arising out of the such Debtor’s Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Each Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Each Debtor further waives any defense defence arising by reason of any disability or other defense defence of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Loan Document to which any Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the such Debtor’s Secured Obligations shall have been paid in full, no Debtor shall have no any right to subrogation and such Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Each Debtor authorizes Secured Party and each Lenderother Lender Party, without notice or demand, without any reservation of rights against such Debtor, and without in any way affecting such Debtor's ’s liability hereunder or on the such Debtor’s Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the such Debtor’s Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Pledged Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Loan Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor Pledgor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor Pledgor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against DebtorPledgor, and without in any way affecting DebtorPledgor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than DebtorPledgor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party Pledgee or any Lender Lenders to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Pledgee’s power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party Pledgee or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting Debtor's Pledgor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.. CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT

Other Recourse. Debtor waives any right to require -------------- Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations Indebtedness or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party Indebtedness from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid and performed in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each LenderParty, without notice or demand, demand and without any reservation of rights against Debtor, and Debtor without in any way affecting Debtor's liability hereunder or on the Secured ObligationsIndebtedness, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (b) subject to the requirements of applicable law, apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (d) waive, enforce, modify, amend or supplement any of the provisions of the Loan Agreement or any Obligation Loan Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party Pledgee or any Lender Banks to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyPledgee's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party Pledgee or any Lender Bank has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each LenderBank, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting DebtorPledgor's or Borrower's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (bproperty,(b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Pledgee may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than DebtorPledgor, and (e) release or substitute any Other Liable Party.

Other Recourse. Each Debtor waives any right to require -------------- Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party or any other Debtor joined with such Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Each Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party or any other Debtor from time to time. Each Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or any other Debtor or by reason of the cessation from any cause whatsoever of the liability of any Other Liable PartyParty or any other Debtor. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party or any other Debtor may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or such Debtor, any Other Liable Party or any other Debtor may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other Debtor or any other event or proceeding affecting any Other Liable PartyParty or any other Debtor. Until all of the Secured Obligations shall have been paid in full, no Debtor shall have no right to subrogation and each Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable PartyParty or any other Debtor, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Each Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against such Debtor, and without in any way affecting such Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party or any other Debtor in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than such Debtor, and (e) release or substitute any Other Liable PartyParty or any other Debtor.

Other Recourse. Debtor waives any right to require Secured -------------- Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyParty and each Lender. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Pledgee or the other Secured Party or any Lender Parties to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Pledgee’s power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor and all Commitments have been terminated, Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Pledgee or any other Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Pledgee. Pledgor authorizes Pledgee and each other Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting Debtor's Pledgor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Loan Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party Pledgee or any Lender Banks to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Pledgee’s power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party Pledgee or any Lender Bank has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each LenderBank, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting Debtor's Pledgor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from voluntarily pledged and assigned by any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in fullfull and the Commitment has terminated or expired, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes No action which Secured Party and each Lender, without notice may take or demand, without omit to take in connection with any reservation of rights against Debtor, and without in the Obligation Documents or any way affecting of the Obligations shall release or diminish Debtor's liability hereunder obligations, liabilities, duties or on the Secured Obligationsagreements hereunder, including without limitation, from time to time to time: (a) take taking or hold holding any other property of any type from any other Person as security for the Secured Obligationsobligations, and exchangeexchanging, enforceenforcing, waive waiving and release releasing any or all of such other property, (b) apply applying the Collateral or such other property and direct directing the order or manner of sale thereof as Secured Party may in its discretion determinedetermine which is not inconsistent with the Obligation Documents, (c) renewrenewing, extend extending for any period, accelerateaccelerating, modifymodifying, compromisecompromising, settle settling or release releasing any of the obligations of any Other Liable Party in with respect to any or all of the Secured Obligations obligations or other security for the Secured Obligationsobligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. The Debtor hereby waives any right to require the Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to Obligations or have any Other Liable Party joined with the Debtor in any suit arising out of the Secured Obligations or this Agreement, Agreement or to pursue any other remedy in the Secured Party's ’s power. The Debtor hereby further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. The Debtor hereby further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which The Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of hereby authorizes the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtor, the Debtor and without in any way affecting the Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, Obligations and exchange, enforce, waive and release any or all of such other property, (b) subject to the requirements of applicable law, apply the Collateral or such other property and direct the order or manner of sale thereof as the Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Loan Document with any Person other than Debtor, the Debtor and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives Debtors waive any right to require Secured Party or any Lender Security Beneficiary to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor Debtors in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor Debtors further waives waive any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Debtors further waives waive any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Finance Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Debtors shall have no right to subrogation and Debtor waives Debtors waive the right to enforce any remedy which Secured Party or any Lender Security Beneficiary has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Debtors authorize Secured Party and each LenderSecurity Beneficiary, without notice or demand, without any reservation of rights against DebtorDebtors, and without in any way affecting Debtor's Debtors’ liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after and during the continuation of an Event of Default, apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Finance Document with any Person other than DebtorDebtors, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Borrower waives any right to require Secured Party or any Lender Bank to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor Borrower in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in Secured Party's poweravailable to Bank. Debtor Borrower further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeSecurity Agreement. Debtor Borrower further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor Borrower shall have no right to of subrogation and Debtor Borrower waives the right to enforce any remedy which Secured Party or any Lender Bank has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyBank. Debtor Borrower authorizes Secured Party Bank, and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Borrower and without in any way affecting Debtor's Borrower’s liability hereunder or on the Secured Obligations, from time to time Indebtedness to (a) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Bank may in its discretion determine, (c) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (d) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (e) release or substitute any Other Liable Partythird party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party Pledgee or any Lender Lenders to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Pledgee’s power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party Pledgee or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting Debtor's Pledgor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.. CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT

Other Recourse. Debtor Borrower waives any right to require Secured Party or any Lender to proceed against any other Personthird-party, to exhaust any Collateral or other security for the Secured ObligationsAdvances Outstanding, to have the Commitment, or any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this AgreementLoan Documents, or to pursue any other remedy in Secured Party's poweravailable to Lender. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Borrower further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third-party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations obligations hereunder shall have been paid in full, Debtor Borrower shall have no right to of subrogation and Debtor Borrower waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Partythird-party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyLender. Debtor Borrower authorizes Secured Party and each Lender, and without notice or demand, demand and without any reservation of rights against Debtor, Borrower and without in any way affecting Debtor's Borrower’s liability hereunder or on the Secured Obligations, from time to time indebtedness to (a) take or hold any other property of any type from any other Person third-party as security for the Secured ObligationsAdvances Outstanding, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Lender may in its discretion determine, ; (c) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations indebtedness or other security for or the Secured Obligations, indebtedness; (d) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtor, and third-party; (e) release or substitute any Other Liable Partythird-party; (f) notify Statebridge, on behalf of Borrower, to remit and deliver any and all Collateral in its possession and any and all payments or proceeds received on account of any Collateral (excluding any and all amounts impounded, held in trust or in escrow for the benefit of any Underlying Obligor, including, but not limited to, impounded taxes and insurance) to Lender, and Borrower hereby agrees to execute and deliver any and all documents to evidence Lender’s authority under this clause (f); and (g) notify Custodian, on behalf of Borrower, to remit and deliver any and all Collateral in its possession and any and all payments or proceeds received on account of any Collateral (excluding any and all amounts impounded, held in trust or in escrow for the benefit of any Underlying Obligor, including, but not limited to, impounded taxes and insurance) to Lender, and Borrower hereby agrees to execute and deliver any and all documents to evidence Lender’s authority under this clause (g).

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Each Grantor waives any right to require the Collateral Agent or any other Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party other Grantor joined with Debtor such Grantor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in the Collateral Agent’s or such Secured Party's ’s power. Debtor Each Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party other Grantor from time to time. Debtor Each Grantor further waives any defense arising by reason of any disability or other defense of any Other Liable Party other Grantor or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Partyother Grantor. This Agreement shall continue as to each Grantor irrespective of the fact that the liability of any Other Liable Party other Grantor may have ceased and irrespective of the validity or enforceability of any other Obligation Note Document to which Debtor or any Other Liable Party Grantor may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party Grantor or any other event or proceeding affecting any Other Liable PartyGrantor. Until all of the Secured Obligations shall have been paid in full, Debtor no Grantor shall have no any right to subrogation and Debtor each Grantor waives the right to enforce any remedy which the Collateral Agent or any other Secured Party or any Lender has or may hereafter have against any Other Liable Partyother Grantor, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by the Collateral Agent. Each Grantor authorizes the Collateral Agent and each other Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtorsuch Grantor, and without in any way affecting Debtor's such Grantor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as the Collateral Agent or such Secured Party may in its reasonable discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party other Grantor in respect to of any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Note Document with any Person other than Debtor, such Grantor and (e) release or substitute any Other Liable PartyGrantor.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyParty and each Lender. Debtor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, subject to the Intercreditor Agreement, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to of any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party. Any action described in this Section 4.7 may be taken by Secured Party only in accordance with the Intercreditor Agreement.

Other Recourse. Debtor Each Obligor waives any right to require Secured Party or any Lender to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in Secured Party's poweravailable to Lender. Debtor Each Obligor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor Each Obligor further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor Obligor shall have no right to of subrogation and Debtor each Obligor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyLender. Debtor Each Obligor authorizes Secured Party and each Lender, and without notice or demand, demand and without any reservation of rights against Debtor, such Obligor and without in any way affecting Debtor's such Obligor’s liability hereunder or on the Secured Obligations, from time to time Indebtedness to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Lender may in its discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Party.third party. LOAN AND SECURITY AGREEMENT – PAGE 13 SOVEREIGN BANK – LAZARUS REFINING & MARKETING, LLC

Other Recourse. Debtor and each Guarantor waives any right to require Secured Party or any Lender to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in Secured Party's poweravailable to Lender. Debtor and each Guarantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor and each Guarantor further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, neither Debtor nor any Guarantor shall have no any right to of subrogation and Debtor and each Guarantor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyLender. Debtor authorizes Secured Party and each Guarantor authorizes Lender, and without notice or demand, demand and without any reservation of rights against Debtor, such Debtor and each Guarantor and without in any way affecting Debtor's such Debtor or Guarantor’s liability hereunder or on the Secured Obligations, from time to time Indebtedness to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Lender may in its discretion Permitted Discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Party.third party. LOAN AND SECURITY AGREEMENT – PAGE 26 THERMO COMMUNICATIONS FUNDING, LLC – Americrew, Inc.

Other Recourse. Debtor Pledgor waives any right to require the Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in a Secured Party's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor Pledgor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which the Secured Party or any Lender has have or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by the Secured Party. Debtor Pledgor authorizes the Secured Party and each LenderParty, without notice or demand, without any reservation of rights against DebtorPledgor, and without in any way affecting DebtorPledgor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive 40 Collateral Pledge Agreement (1.20.12) and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate, or supplement any of the provisions of any Obligation Document with any Person other than DebtorPledgor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Each Obligor waives any right to require Secured Party or any Lender to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor WV-Debtors-in-Possession in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in Secured Party's poweravailable to Lender. Debtor Each Obligor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor Each Obligor further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor Obligor shall have no right to of subrogation and Debtor each Obligor waives the right to enforce any remedy which Secured Party or any that Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyLender. Debtor Each Obligor authorizes Secured Party and each Lender, and without notice or demand, demand and without any reservation of rights against Debtor, such Obligor and without in any way affecting Debtor's such Obligor’s liability hereunder or on the Secured Obligations, from time to time to Indebtedness to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, , (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Lender may in its discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Partythird party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party or any Lender Agent to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party third party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreementany of the Loan Documents, or to pursue any other remedy in Secured Party's poweravailable to Agent. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeObligations. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to of subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party or any Lender Agent has or may hereafter have against any Other Liable Partythird party prior to such payment, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyAgent prior to such payment. Debtor authorizes Secured Party Pledgor authorize Agent, and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting DebtorPledgor's liability hereunder or on the Secured Obligations, from time to time to (ai) take or hold any other property of any type from any other Person third party as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Agent may in its discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Partythird party.

Other Recourse. Debtor Each Grantor waives any right to require the Collateral Agent or any other Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any other Grantor or any Other Liable Party joined with Debtor such Grantor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in the Collateral Agent’s or such Secured Party's ’s power. Debtor Each Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any other Grantor or any Other Liable Party from time to time. Debtor Each Grantor further waives any defense arising by reason of any disability or other defense of any other Grantor or any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any other Grantor or any Other Liable Party. This Agreement shall continue as to each Grantor irrespective of the fact that the liability of any other Grantor or any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Finance Document to which Debtor any Grantor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Grantor or any Other Liable Party or any other event or proceeding affecting any Grantor or any Other Liable Party. Until all of the Secured Obligations shall have been irrevocably paid in full, Debtor no Grantor shall have no any right to subrogation and Debtor each Grantor waives the right to enforce any remedy which the Collateral Agent or any other Secured Party or any Lender has or may hereafter have against any other Grantor or any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by the Collateral Agent. Each Grantor authorizes the Collateral Agent and each other Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtorsuch Grantor, and without in any way affecting Debtor's such Grantor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as the Collateral Agent or such Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any other Grantor or any Other Liable Party in respect to of any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Finance Document with any Person other than Debtor, such Grantor and (e) release or substitute any Grantor or any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Personperson or entity, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party other person or entity joined with Debtor in any suit arising out of the Secured Obligations Loan Documents or this Agreement, agreement or to pursue any other remedy in Secured Party's ’s power. Debtor further waives any and all notice of acceptance of this Agreement agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Partyindebtedness hereby secured. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable PartyParty (including co-makers on the Note), and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each LenderParty, without notice or demand, demand and without any reservation of rights against Debtor, and Debtor without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person person or entity as security for the Secured Obligations, Indebtedness and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations Obligations of any Other Liable Party other maker on the Note in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured Obligations, Indebtedness (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than DebtorLoan Document, and (e) release or substitute any Other Liable Partymaker.

Other Recourse. Debtor Each Obligor hereby waives any right to require the Secured Party or any Lender to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured Obligations, to Obligations or have any Other Liable Party third party joined with any Debtor in any suit arising out of the Secured Obligations or this AgreementAgreement or any of the other Loan Documents, or to pursue any other remedy in available to the Secured Party's power. Debtor Each Obligor hereby further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeObligations. Debtor Each Obligor hereby further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been indefeasibly paid in full, Debtor no Obligor shall have no any right to of subrogation and Debtor each Obligor waives the right to enforce any remedy which the Secured Party or any Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by the Secured Party. Debtor Each Obligor hereby authorizes the Secured Party and each LenderParty, without notice or demand, demand and without any reservation of rights against Debtor, such Obligor and without in any way affecting Debtorsuch Obligor's liability hereunder or on the Secured Obligations, from time to time Obligations to (a) take or hold any other property of any type from any other Person third party as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as the Secured Party may in its discretion determine, (c) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (e) release or substitute any Other Liable Partythird party.

Other Recourse. Debtor Each Grantor waives any right to require Secured Party or any Lender Party to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to marshal the Collateral, or to have any Other Liable Loan Party joined with Debtor such Grantor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor Each Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Loan Party from time to time. Debtor Each Grantor further waives any defense arising by reason of any disability or other defense of any Other Liable Loan Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Loan Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Loan Party may have ceased and irrespective of the validity or enforceability of any other Obligation Loan Document to which Debtor such Grantor or any Other Liable Loan Party may be a party, and notwithstanding any death, incapacity, reorganization, reorganization or bankruptcy of any Other Liable Loan Party or any other event or proceeding affecting any Other Liable Loan Party. Until all of the Secured Obligations shall have been paid in full, Debtor no Grantor shall have no any right to subrogation and Debtor each Grantor waives the right to enforce any remedy which Secured Party or any Lender Party has or may hereafter have against any Other Liable Loan Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor Each Grantor authorizes Secured Party and each LenderLender Party, without notice or demand, without any reservation of rights against Debtorsuch Grantor, and without in any way affecting Debtor's such Grantor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Loan Party in respect to of any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Loan Document with any Person other than Debtorsuch Grantor, and (e) release or substitute any Other Liable Loan Party.

Other Recourse. Debtor waives any right to require Secured Party or any other Lender Party to proceed against any other Person, to exhaust any Pledged Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Loan Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, no Debtor shall have no any right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each Lenderother Lender Party, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Pledged Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.or

Other Recourse. Debtor waives any right to require Secured Party or any Lender Parties to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Parties' power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has Parties have or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyParties. Debtor authorizes Secured Party and each LenderParties, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Majority Lenders may in its their discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require any Secured Party or any Lender Parties to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Parties' power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which any Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyParties. Debtor authorizes each Secured Party and each LenderParty, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Majority Lenders may in its their discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives Debtors waive any right to require Secured Party or any Lender Security Beneficiary to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor Debtors in any suit arising out of the Secured Obligations or this Agreementthe Finance Documents, or to pursue any other remedy in Secured Party's ’s power. Debtor Debtors further waives waive any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Debtors further waives waive any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Finance Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Debtors shall have no right to subrogation and Debtor waives Debtors waive the right to enforce any remedy which Secured Party or any Lender Security Beneficiary has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Debtors authorize Secured Party and each LenderSecurity Beneficiary, without notice or demand, without any reservation of rights against DebtorDebtors, and without in any way affecting Debtor's Debtors’ liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after and during the continuation of an Event of Default, apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Finance Document with any Person other than DebtorDebtors, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party or any Lender to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor Pledgor in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in available to Secured Party's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor Pledgor further waives PLEDGE AGREEMENT - PAGE 8 ---------------- GAINSCO, INC. any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor Pledgor shall have no right to of subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor Pledgor authorizes Secured Party Party, and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting DebtorPledgor's liability hereunder or on the Secured ObligationsIndebtedness, from time to time to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Partythird party.

Other Recourse. Debtor waives Debtors waive any right to require Secured Party or any Lender Security Beneficiary to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor Debtors in any suit arising out of the Secured Obligations or this Agreementthe Finance Documents, or to pursue any other remedy in Secured Party's ’s power. Debtor Debtors further waives waive any and all notice of acceptance of the this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Debtors further waives waive any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Finance Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Debtors shall have no right to subrogation and Debtor waives Debtors waive the right to enforce any remedy which Secured Party or any Lender Security Beneficiary has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Debtors authorize Secured Party and each LenderSecurity Beneficiary, without notice or demand, without any reservation of rights against DebtorDebtors, and without in any way affecting Debtor's Debtors’ liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) after and during the continuation of an Event of Default or Potential Event of Default, apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Finance Document with any Person other than DebtorDebtors, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Pledgee or the other Secured Party or any Lender Parties to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Pledgee’s power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Pledgee or any other Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Pledgee. Pledgor authorizes Pledgee and each other Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting Debtor's Pledgor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Loan Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor Each Borrower and each Guarantor waives any right to require Secured Party or any Lender to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor any Borrower in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in Secured Party's poweravailable to Lender. Debtor Each Borrower and each Guarantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor Each Borrower and each Guarantor further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor neither any Borrower nor any Guarantor shall have no any right to of subrogation and Debtor each Borrower and each Guarantor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyLender. Debtor authorizes Secured Party Each Borrower and each Guarantor authorizes Lender, and without notice or demand, demand and without any reservation of rights against Debtor, such Borrower or such Guarantor and without in any way affecting Debtor's such Borrower’s or such Guarantor’s liability hereunder or on the Secured Obligations, from time to time Indebtedness to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Lender may in its discretion Permitted Discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Party.third party. LOAN AND SECURITY AGREEMENT – PAGE 28 THERMO COMMUNICATIONS FUNDING, LLC – Verve Cloud, Inc.

Other Recourse. To the fullest extent permitted by applicable law, Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and Agreement. Debtor further waives notice of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives time and any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation subrogation, reimbursement, contribution or indemnity against any Other Liable Party and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Except as expressly provided in the Transaction Documents, Debtor authorizes Secured Party and each LenderParty, without notice or demand, demand and without any reservation of rights against Debtor, Debtor and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral in accordance with this Agreement or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor Each Grantor waives any right to require Secured Party or any Lender Party to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor such Grantor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor Each Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Each Grantor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and and, irrespective of the validity or enforceability of any other Obligation Loan Document or any agreement evidencing Secured Swap Obligations to which Debtor such Grantor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor no Grantor shall have no any right to subrogation and Debtor each Grantor waives the right to enforce any remedy which Secured Party or any Lender Party has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor Each Grantor authorizes Secured Party and each LenderLender Party, without notice or demand, without any reservation of rights against Debtorsuch Grantor, and without in any way affecting Debtor's such Grantor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property in accordance with Section 8.03 of the Credit Agreement and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to of any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Loan Document or any agreement evidencing Secured Swap Obligations with any Person other than Debtorsuch Grantor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Each Grantor waives any right to require Secured Party the Collateral Agent or any Lender Second Lien Creditor to proceed against any other Person, to exhaust any Collateral or other security for the Secured Second Lien Obligations, to have any Other Liable Party joined with Debtor any Grantor in any suit arising out of the Secured Second Lien Obligations or this Agreement, or to pursue any other remedy in Secured Party's the Collateral Agent’s power. Debtor Each Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Second Lien Obligations of any Other Liable Party from time to time. Debtor Each Grantor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Second Lien Document to which Debtor any Grantor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Grantor or any Other Liable Party or any other event or proceeding affecting any Grantor or any Other Liable Party. Until all of the Secured Second Lien Obligations shall have been paid in full, Debtor each Grantor shall have no right to subrogation and Debtor each Grantor waives the right to enforce any remedy which Secured Party the Collateral Agent or any Lender Second Lien Creditor has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Partythe Collateral Agent. Debtor Each Grantor authorizes Secured Party the Collateral Agent and each LenderSecond Lien Creditor, without notice or demand, without any reservation of rights against Debtorany Grantor, and without in any way affecting Debtor's such Grantor’s liability hereunder or on the Secured Second Lien Obligations, from time to time time, and in each case subject to the terms of the Intercreditor Agreement, to (a) take or hold any other property of any type from any other Person as security for the Secured Second Lien Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party the Collateral Agent may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Second Lien Obligations or other security for the Secured Second Lien Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Second Lien Document with any Person other than Debtorsuch Grantor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party or any Lender Pledgee to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyPledgee's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in fullfull and the Commitment has terminated or expired, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party or any Lender Pledgee has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor authorizes Secured Party and each LenderNo action which Pledgee may take or omit to take in connection with any of the Obligation Documents or any of the Obligations shall release or diminish Pledgor's obligations, liabilities, duties or agreements hereunder, including without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligationslimitation, from time to time to time: (a) take taking or hold holding any other property of any type from any other Person as security for the Secured Obligationsobligations, and exchangeexchanging, enforceenforcing, waive waiving and release releasing any or all of such other property, (b) apply applying the Collateral or such other property and direct directing the order or manner of sale thereof as Secured Party Pledgee may in its discretion determinedetermine which is not inconsistent with the Obligation Documents, (c) renewrenewing, extend extending for any period, accelerateaccelerating, modifymodifying, compromisecompromising, settle settling or release releasing any of the obligations of any Other Liable Party in with respect to any or all of the Secured Obligations obligations or other security for the Secured Obligationsobligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than DebtorPledgor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Each Grantor waives any right to require Collateral Agent or any other Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any other Grantor or any Other Liable Party joined with Debtor such Grantor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Collateral Agent’s or such Secured Party's ’s power. Debtor Each Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any other Grantor or any Other Liable Party from time to time. Debtor Each Grantor further waives any defense arising by reason of any disability or other defense of any other Grantor or any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any other Grantor or any Other Liable Party. This Agreement shall continue as to each Grantor irrespective of the fact that the liability of any other Grantor or any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Loan Document to which Debtor any Grantor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Grantor or any Other Liable Party or any other event or proceeding affecting any Grantor or any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor no Grantor shall have no any right to subrogation and Debtor each Grantor waives the right to enforce any remedy which Collateral Agent or any other Secured Party or any Lender has or may hereafter have against any other Grantor or any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Collateral Agent. Each Grantor authorizes Collateral Agent and each other Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtorsuch Grantor, and without in any way affecting Debtor's such Grantor’s liability hereunder or on the Secured Obligations, Obligations from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Collateral Agent or such Secured Party may determine in its discretion determinereasonable discretion, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Grantor or any Other Liable Party in respect to of any or all of the Secured Obligations or other security for the Secured Obligations, or (d) waive, enforce, modify, amend substitute any Grantor or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured -------------- Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyParty and each Lender. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate, or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each LenderParty, without notice or demand, demand and without any reservation of rights against Debtor, and Debtor without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Personperson, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Lender’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall not have no the right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and Debtor waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyLender. Debtor authorizes Secured Party and each Lender, Lender without notice or demand, demand and without any reservation of rights against Debtor, and Debtor without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) subject to the requirements of applicable law, apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Lender may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Loan Document with any Person person other than Debtor, and (e) release or substitute any Other Liable Party. For the purpose of this Section, “Other Liable Party” means any person, other than Debtor, who may now or may at any time hereafter be primarily or secondarily liable for any of the Obligations or who may now or may at any time hereafter have granted to Lender a security interest or lien upon any property as security for the Obligations.

Other Recourse. Debtor and each Guarantor waives any right to require Secured Party or any Lender to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in Secured Party's poweravailable to Lender. Debtor and each Guarantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor and each Guarantor further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, neither Debtor nor any Guarantor shall have no any right to of subrogation and Debtor and each Guarantor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyLender. Debtor authorizes Secured Party and each Guarantor authorizes Lender, and without notice or demand, demand and without any reservation of rights against Debtor, such Debtor and each Guarantor and without in any way affecting Debtor's such Debtor or Guarantor’s liability hereunder or on the Secured Obligations, from time to time Indebtedness to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Lender may in its discretion Permitted Discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Partythird party. THERMO COMMUNICATIONS FUNDING, LLC – PVBJ, INC.

Other Recourse. Debtor waives any right to require Secured Party or any other Lender Party to proceed against any other Person, to exhaust any Pledged Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Loan Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, no Debtor shall have no any right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each Lenderother Lender Party, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Pledged Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Loan Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, no Debtor shall have no any right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor waives any right to require Secured -------------- Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Loan Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each LenderParty, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Loan Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party. (a) So long as no Default or Event of Default shall have occurred and be continuing Debtor may receive and retain any and all proceeds paid in respect of the Pledged Partnership Interest; provided, however, that any and all -------- ------- (i) Proceeds paid or payable other than in cash in respect of; and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Partnership Interest, and (ii) Proceeds paid or payable in cash in respect of any Pledged Partnership Interest in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Partnership Interest and shall, if received by Debtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Debtor, and be forthwith delivered to Secured Party in the exact form received with any necessary endorsement duly executed in blank, to be held by Secured Party as Collateral. (b) Upon the occurrence and during the continuance of a Default or an Event of Default: (i) all rights of Debtor to receive and retain payments in connection with the Partnership Interest which it would otherwise be authorized to receive and retain pursuant to subsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in Secured Party which shall thereupon have the sole right to receive and hold as Pledged Partnership Interest such payments; (ii) without limiting the generality of the foregoing, Secured Party may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Partnership Interest as if it were the absolute owner thereof; including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Partnership Interest upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Issuer, or upon the exercise by any Issuer of any right, privilege or option pertaining to any Pledged Partnership Interest and, in connection therewith, to deposit and deliver any and all of the Pledged Partnership Interest with any committee, depository, transfer, agent, registrar or other designated agent upon such terms and conditions as it may determine; and (iii) all dividends and interest payments which are received by Debtor contrary to the provisions of subsection (b)(l) of this section shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Debtor, and shall be forthwith paid over to Secured Party as Pledged Partnership Interest in the exact form received, to be held by Secured Party as Collateral. Anything herein to the contrary notwithstanding, Debtor may at all times exercise any and all voting rights pertaining to the Pledged Partnership Interest or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document; provided, however, that Debtor will -------- ------- not exercise or refrain from exercising any such right, as the case may be, if Secured Party gives it notice that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Partnership Interest or the benefits to Secured Party of its security interest hereunder.

Other Recourse. Debtor Each Grantor waives any right to require Secured any Credit Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Loan Party joined with Debtor such Grantor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's ’s power. Debtor Each Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Loan Party from time to time. Debtor Each Grantor further waives any defense arising by reason of any disability or other defense of any Other Liable Loan Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Loan Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Loan Party may have ceased and and, irrespective of the validity or enforceability of any other Obligation Loan Document or any agreement evidencing Lender Hedging Obligations or Secured Cash Management Obligations to which Debtor such Grantor or any Other Liable Loan Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Loan Party or any other event or proceeding affecting any Other Liable Loan Party. Until all of the Secured Obligations shall have been paid in full, Debtor no Grantor shall have no any right to subrogation and Debtor each Grantor waives the right to enforce any remedy which Secured any Credit Party or any Lender has or may hereafter have against any Other Liable Loan Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor Each Grantor authorizes Secured Party and each LenderCredit Party, without notice or demand, without any reservation of rights against Debtorsuch Grantor, and without in any way affecting Debtor's such Grantor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Loan Party in respect to of any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend amend, restate or supplement any of the provisions of any Obligation Loan Document or any agreement evidencing Lender Hedging Obligations or Secured Cash Management Obligations with any Person other than Debtorsuch Grantor, and (e) release or substitute any Other Liable Loan Party.

Other Recourse. Debtor Pledgor waives any right to require Pledgee or Secured Party or any Lender Parties to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Pledgee’s power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Pledgee or any Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Pledgee. Pledgor authorizes Pledgee and each Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting Debtor's Pledgor’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party Pledgee -------------- or any Lender Banks to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyPledgee's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party Pledgee or any Lender Bank has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each LenderBank, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting Debtor's [Pledgor's] [or Borrower's] liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Pledgee may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than DebtorPledgor, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Borrower waives any right to require Secured Party Agent or any Lender Banks to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Borrower in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyAgent's power. Debtor Borrower further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Borrower further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Borrower shall have no right to subrogation and Debtor Borrower waives the right to enforce any remedy which Secured Party Agent or any Lender Bank has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyAgent. Debtor Borrower authorizes Secured Party Agent and each LenderBank, without notice or demand, demand and without any reservation of rights against Debtor, Borrower and without in any way affecting DebtorBorrower's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Agent may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than DebtorBorrower, and (e) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party Pledgee or any Lender Banks to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor Pledgor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured PartyPledgee's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor Pledgor shall have no right to subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party Pledgee or any Lender Bank has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyPledgee. Debtor Pledgor authorizes Secured Party Pledgee and each LenderBank, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting DebtorPledgor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, ; (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, ; (dc) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, Pledgor; and (ed) release or substitute any Other Liable Party.

Other Recourse. Debtor Pledgor waives any right to require Secured Party or any Lender -------------- to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Party third party joined with Debtor Pledgor in any suit arising out of the Secured Obligations Indebtedness, any of the Loan Documents or this Agreementthe Master Lease, or to pursue any other remedy in available to Bank, BOLC, or Secured Party's power. Debtor Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal renewal, or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party third party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a third party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor Pledgor shall have no right to of subrogation and Debtor Pledgor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Partythird party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor Pledgor authorizes Secured Party Party, and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Pledgor and without in any way affecting DebtorPledgor's liability hereunder or on the Secured ObligationsIndebtedness, from time to time to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive waive, and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle settle, or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend or supplement modify any of the provisions of any Obligation Document with of the Loan Documents or the Master Lease executed by any Person other than Debtorthird party, and (ev) release or substitute any Other Liable Partythird party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Personperson, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's Xxxxxx’s power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall not have no the right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and Debtor waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured PartyXxxxxx. Debtor authorizes Secured Party and each Lender, Lender without notice or demand, demand and without any reservation of rights against Debtor, and Debtor without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) subject to the requirements of applicable law, apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party Lender may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Loan Document with any Person person other than Debtor, and (e) release or substitute any Other Liable Party. For the purpose of this Section 7.5, “Other Liable Party” means any person, other than Debtor, who may now or may at any time hereafter be primarily or secondarily liable for any of the Obligations or who may now or may at any time hereafter have granted to Lender a security interest or lien upon any property as security for the Obligations.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Personthird party, to exhaust any Collateral or other security for the Secured ObligationsIndebtedness, or to have any Other Liable Obligated Party joined with Debtor in any suit arising out of the Secured Obligations Indebtedness or this Agreementany of the Loan Documents, or to pursue any other remedy in available to Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to timeIndebtedness. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Obligated Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Obligated Party. Until all of the Secured Obligations Indebtedness shall have been paid in full, Debtor shall have no right to of subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Obligated Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party Party, and each Lender, without notice or demand, demand and without any reservation of rights against Debtor, Debtor and without in any way affecting Debtor's ’s liability hereunder or on the Secured Obligations, from time to time Indebtedness to (ai) take or hold any other property of any type from any other Person third party as security for the Secured ObligationsIndebtedness, and exchange, enforce, waive and release any or all of such other property, (bii) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (ciii) renew, extend for any periodextend, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Obligated Party in respect to any or all of the Secured Obligations Indebtedness or other security for the Secured ObligationsIndebtedness, (div) waive, enforce, modify, amend enforce or supplement modify any of the provisions of any Obligation Document with of the Loan Documents executed by any Person other than DebtorOther Obligated Party, and (ev) release or substitute any Other Liable Obligated Party.

Other Recourse. Debtor waives any right to require Secured Party or any Lender to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Debtor in any suit arising out of the Secured Obligations or this Agreement, or to pursue any other remedy in Secured Party's power. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time. Debtor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party. This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Debtor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party. Until all of the Secured Obligations shall have been paid in full, Debtor shall have no right to subrogation and Debtor waives the right to enforce any remedy which Secured Party or any Lender has or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party and each Lender, without notice or demand, without any reservation of rights against Debtor, and without in any way affecting Debtor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend or supplement any of the provisions of any Obligation Document with any Person other than Debtor, and (e) release or substitute any Other Liable Party.or