Common use of Other Waivers Clause in Contracts

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

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

Other Waivers. Until i. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES. ii. Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the Discharge benefit of Senior Indebtedness has occurredall valuation, appraisal and exemption laws. iii. Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, after the occurrence and during the continuance of an Event of Default, which is hereby acknowledged and agreed to, to set-off against the Liabilities, without the Senior notice at any time hereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. iv. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT AGENT SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, AGENT SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. v. Agent's written consent ’s and/or Lenders’ failure, at any time or times hereafter, to the contrary, the Subordinated Agent agrees, for and on behalf require strict performance by Borrower of itself and the Subordinated Lenders, that neither it nor any Subordinated Lender shall (i) seek relief from the automatic stay provision of Section 362 this Agreement or any of the Bankruptcy Code (Other Agreements shall not waive, affect or diminish any right of Agent or any similar provision Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the law applicable to Other Agreements shall not suspend, waive or affect any Insolvency Proceeding) other Event of Default under this Agreement or any other stay default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in any Insolvency Proceeding in respect the exercise of any portion right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the Collateral without the prior written consent undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Senior Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent and/or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent, (ii) directly Requisite Lenders or indirectly propose or support any plan of reorganization or file any motion or pleading (or otherwise vote) in support of any motion or plan that is not supported by the Senior Agent and the Senior Lenders (unless such plan or motion provides for the Discharge of Senior Indebtedness) or that would challenge the enforceability of the Senior Indebtedness or the Liens on the Collateral securing same or that would otherwise be in contravention of this Subordination Agreement, (iii) directly or indirectly oppose any relief requested or supported by the Senior Agent (x) seeking relief from the automatic stay with respect to all or any portion of the Collateral or (y) in connection with any sale or other disposition free and clear of the Subordinated Agent's and the Subordinated Lenders' Liens under Section 363(f) of the Bankruptcy Code or any other similar provision of applicable law (and the Subordinated Agent hereby consents, for and on behalf of itself and the Subordinated Lenders, to any such relief requested or supported by the Senior Agent), it being understood that any “credit bid” by the Subordinated Agent, for and on behalf of the Subordinated Lenders, as permitted by this Subordination Agreement, shall not be deemed to be in opposition of relief requested or supported by the Senior Agent, provided, that such "credit bid" shall provide for the Discharge of Senior Indebtedness, (iv) object to any professional expense or other similar carve-out agreed to by the Senior Agent, (v) object to any sale of all or any portion of the Collateral or any related bidding procedures in accordance with Sections 363 or 365 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), or in accordance with a court order entered in an Insolvency Proceeding, (vi) seek or request any adequate protection of its Liens (other than as permitted by Section 5.c above) or (vii) oppose or seek to challenge any claim by the Senior Agent or any Senior Lender for allowance of Senior Obligations consisting of post-petition interest, fees or expenses to the extent such interest, fees and other charges are paid solely from a DIP Financing provided by such Senior Agent or any Senior Lender or from proceeds of such Collateral (as defined in the Senior NIA), without regard to the existence of the Lien of the Subordinated Agent on the Collateral (as defined in the Senior NIA). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, waives any claim it or they may now or hereafter have against the Senior Agent or any Senior Lender arising out of the election of the Senior Agent or any Senior Lender, in any case instituted under the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees that it will not, directly or indirectly, assert or support the assertion ofrequired herein, and hereby waives any right that it may have directed to assert Borrower specifying such suspension or support the assertion of, any surcharge or claim for costs or expenses of preserving or disposing of any Collateral senior to or on a parity with the Liens on the Collateral (as defined in the Senior NIA) securing the Senior Obligations of the Senior Agent or any Senior Lender under Section 506(c) or the "equities of the case" exception of Section 552(b) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) as against the Senior Agent or any Senior Lender or with respect to any of the Collateralwaiver.

Other Waivers. Until (a) No partial or single exercise on the Discharge part of Senior Indebtedness has occurredParty A of any of its rights hereunder or in connection herewith, with or without the Senior Agent's written consent notice to the contrary, the Subordinated Agent agrees, for and on behalf of itself and the Subordinated Lenders, that neither it nor any Subordinated Lender shall (i) seek relief from the automatic stay of Section 362 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) Guarantor or any other stay Person, shall constitute a waiver of any rights or shall affect or impair this Guarantee. (b) PARTY A AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTEE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF PARTY A OR GUARANTOR. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PARTY A TO ACCEPT THIS GUARANTEE AND ENTER INTO THE ENERGY HEDGE AGREEMENT. (c) Guarantor hereby irrevocably waives, to the extent it may do so under applicable Legal Requirements, any defense based on the adequacy of a remedy at law that may be asserted as a bar to the remedy of specific performance in any Insolvency Proceeding action brought against Guarantor for specific performance of this Guarantee by Party A or for its benefit by a receiver, custodian or trustee appointed for Guarantor or in respect of any portion all or a substantial part of its assets under the Collateral without the prior written consent of the Senior Agent, (ii) directly bankruptcy or indirectly propose or support any plan of reorganization or file any motion or pleading (or otherwise vote) in support insolvency laws of any motion jurisdiction to which Guarantor or plan that is not supported by the Senior Agent and the Senior Lenders (unless such plan or motion provides for the Discharge of Senior Indebtedness) or that would challenge the enforceability of the Senior Indebtedness or the Liens on the Collateral securing same or that would otherwise be in contravention of this Subordination Agreement, (iii) directly or indirectly oppose any relief requested or supported by the Senior Agent (x) seeking relief from the automatic stay with respect to all or any portion of the Collateral or (y) in connection with any sale or other disposition free and clear of the Subordinated Agent's and the Subordinated Lenders' Liens under Section 363(f) of the Bankruptcy Code or any other similar provision of applicable law (and the Subordinated Agent hereby consents, for and on behalf of itself and the Subordinated Lenders, to any such relief requested or supported by the Senior Agent), it being understood that any “credit bid” by the Subordinated Agent, for and on behalf of the Subordinated Lenders, as permitted by this Subordination Agreement, shall not be deemed to be in opposition of relief requested or supported by the Senior Agent, provided, that such "credit bid" shall provide for the Discharge of Senior Indebtedness, (iv) object to any professional expense or other similar carve-out agreed to by the Senior Agent, (v) object to any sale of all or any portion of the Collateral or any related bidding procedures in accordance with Sections 363 or 365 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), or in accordance with a court order entered in an Insolvency Proceeding, (vi) seek or request any adequate protection of its Liens (other than as permitted by Section 5.c above) or (vii) oppose or seek to challenge any claim by the Senior Agent or any Senior Lender for allowance of Senior Obligations consisting of post-petition interest, fees or expenses to the extent such interest, fees and other charges respective assets are paid solely from a DIP Financing provided by such Senior Agent or any Senior Lender or from proceeds of such Collateral (as defined in the Senior NIA), without regard to the existence of the Lien of the Subordinated Agent on the Collateral (as defined in the Senior NIA). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, waives any claim it or they may now or hereafter have against the Senior Agent or any Senior Lender arising out of the election of the Senior Agent or any Senior Lender, in any case instituted under the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding), of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding). The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees that it will not, directly or indirectly, assert or support the assertion of, and hereby waives any right that it may have to assert or support the assertion of, any surcharge or claim for costs or expenses of preserving or disposing of any Collateral senior to or on a parity with the Liens on the Collateral (as defined in the Senior NIA) securing the Senior Obligations of the Senior Agent or any Senior Lender under Section 506(c) or the "equities of the case" exception of Section 552(b) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) as against the Senior Agent or any Senior Lender or with respect to any of the Collateralsubject.

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

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

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