Common use of SUBORDINATED CREDITOR'S WAIVERS Clause in Contracts

SUBORDINATED CREDITOR'S WAIVERS. Each Subordinated Creditor expressly waives all notice of the acceptance by the Senior Creditors of the subordination and other provisions of this Agreement and all the notices not specifically required pursuant to the terms of this Agreement, whether in connection with foreclosure on or sale of assets or otherwise, whatsoever. Each Subordinated Creditor acknowledges that no Senior Creditor has made warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Senior Debt or the Credit Agreement, the Senior Debt or the other Senior Debt Documents or the collectability of the Senior Debt, that each of the Senior Creditors shall be entitled to manage and supervise its financial arrangements with the Loan Parties in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances, without affecting the validity or enforceability of this Agreement and without regard to the existence of any rights that the such Subordinated Creditor may now or hereafter have in or to any of the assets of the Loan Party; and that no Senior Creditor shall have any liability to such Subordinated Creditor for, and such Subordinated Creditor waives any claim which such Subordinated Creditor may now or hereafter have against, each Senior Creditor arising out of (a) any and all actions which any Senior Creditor takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of liens or security interest in any existing or future Common Collateral, actions with respect to the occurrence of a Senior Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Common Collateral and actions with respect to the collection of any claim for all or any part of the Senior Debt from any account debtor, guarantor or any other party) or to the collection of the Senior Debt or the valuation, use, protection or release of the Common Collateral, (b) any Senior Creditor’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or (c) any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any Loan Party, as debtor in possession in a Proceeding. Each Subordinated Creditor waives the right to assert the doctrine of marshalling with respect to any of the Common Collateral, and consents and agrees that the Senior Creditor Representative may proceed against any or all of the Common Collateral in such order as the Senior Creditor Representative shall determine in its sole discretion.

SUBORDINATED CREDITOR'S WAIVERS. Each a. All of the Senior Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement. Subordinated Creditor expressly waives all notice of the acceptance by the Senior Creditors Lenders of the subordination and other provisions of this Agreement and all the notices not specifically required pursuant to the terms of this Agreement, whether in connection with foreclosure on or sale of assets or otherwise, whatsoever. Each Subordinated Creditor acknowledges agrees that no Senior Creditor Lender has made any warranties or representations with respect to the due execution, legality, validity, completeness enforceability, collectibility or enforceability perfection of the Senior Debt Indebtedness or the Credit Agreement, the Senior Debt any liens or the other Senior Debt Documents or the collectability of the Senior Debt, security interests held in connection therewith. b. Subordinated Creditor agrees that each of the Senior Creditors Lender shall be entitled to manage and supervise its financial arrangements with the Loan Parties loans in accordance with applicable law and its usual practices, modified from time to time as it deems appropriate under the circumstances, without affecting the validity or enforceability of this Agreement and without regard to the existence of any rights that the such Subordinated Creditor may now or hereafter have in or to any of the assets of the Loan Party; and that no assets. No Senior Creditor Lender shall have any liability to such Subordinated Creditor for, and such Subordinated Creditor waives any claim which such Subordinated Creditor may now or hereafter have against, each Senior Creditor arising out as a result of (a) any and all lawful actions which any such Senior Creditor Lender takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of its liens or security interest in any existing or future Common Collateralinterest, actions with respect to the occurrence of a Senior Defaultany default or event of default, actions with respect to the foreclosure upon, sale, release, or depreciation of, release or failure to realize upon, any of the Common Collateral its collateral, and actions with respect to the collection of any claim for all or any part of the Senior Debt Indebtedness from any account debtor, guarantor debtor or any other party) ), regardless of whether any such actions or omissions may affect such Senior Lender's rights to the collection deficiency or Subordinated Creditor's rights of the subrogation or reimbursement. c. Each Senior Debt or the valuationLender may, usefrom time to time, protection or enter into agreements and settlements with Borrower as it may determine, including, without limitation, any substitution of collateral, any release of the Common Collateral, (b) any Senior Creditor’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or (c) any borrowing lien or grant of a security interest under Section 364 and any release of the Bankruptcy Code by any Loan Party, as debtor in possession in a ProceedingBorrower. Each Subordinated Creditor waives the right any and all rights it may have to assert the doctrine of marshalling with respect require any Senior Lender to any of the Common Collateral, and consents and agrees that the Senior Creditor Representative may proceed against any or all of the Common Collateral in such order as the Senior Creditor Representative shall determine in its sole discretionxxxxxxxx assets.

SUBORDINATED CREDITOR'S WAIVERS. Each Subordinated All of the Senior Debt shall be deemed to have been made or incurred in reliance upon this Agreement. The Creditor expressly waives all notice of the acceptance by the Senior Creditors Agent of the subordination and other provisions of this Agreement and all the other notices not specifically required pursuant to the terms of this AgreementAgreement whatsoever, whether in connection with foreclosure on or sale of assets or otherwise, whatsoeverand the Creditor expressly consents to reliance by the Agent upon the subordination and other agreements as herein provided. Each Subordinated The Creditor acknowledges agrees that no Senior Creditor the Agent has made no warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of either of the Senior Debt Financing Agreements or the Credit Agreement, the Senior Debt or the other Senior Debt Documents or the collectability collectibility of the Senior Debtobligations thereunder, that each of the Senior Creditors Agent shall be entitled to manage and supervise its financial arrangements with the Loan Parties Agent's loans in accordance with applicable law and its usual practices, modified from time to time as it deems appropriate under the circumstances, without affecting the validity or enforceability of this Agreement and without regard to the existence of any rights that the such Subordinated Creditor may now or hereafter have in or to any of the assets of the Loan Party; Borrower's Collateral, and that no Senior Creditor the Agent shall have any no liability to such Subordinated the Creditor for, and such Subordinated the Creditor waives any claim (except with respect to wilful misconduct) which such Subordinated the Creditor may now or hereafter have against, each Senior Creditor the Agent arising out of (ai) any and all actions which any Senior Creditor the Agent takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of liens or security interest interests in any existing the Senior Debt or future Common CollateralSenior Lien, actions with respect to the occurrence of a Senior an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Common Borrower's Collateral and actions with respect to the collection of any claim for all or any part of the Senior Debt obligations from any account debtor, guarantor or any other party) with respect to the documents regarding the Senior Debt or any other agreement related thereto or to the collection of the Senior Debt obligations or the valuation, use, protection or release of the Common CollateralBorrower's Collateral and/or other security for the obligations, (bii) any Senior Creditor’s the Agent's election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. ss.101 et seq.) (the "Bankruptcy Code"), of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or and /or (ciii) any borrowing of, or grant of a security interest under Section 364 of the Bankruptcy Code by any Loan Partyto, Borrower as debtor in possession in a Proceeding. Each Subordinated Creditor waives the right to assert the doctrine of marshalling with respect to any of the Common Collateral, and consents and agrees that the Senior Creditor Representative may proceed against any or all of the Common Collateral in such order as the Senior Creditor Representative shall determine in its sole discretiondebtor-in-possession.

SUBORDINATED CREDITOR'S WAIVERS. Each a. All of the Senior Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement. Subordinated Creditor expressly waives all notice of the acceptance by the Senior Creditors Lender of the subordination and other provisions of this Agreement and all the notices agrees that Senior Lender has not specifically required pursuant to the terms of this Agreement, whether in connection with foreclosure on or sale of assets or otherwise, whatsoever. Each Subordinated Creditor acknowledges that no Senior Creditor has made any warranties or representations with respect to the due execution, legality, validity, completeness enforceability, collectibility or enforceability perfection of the Senior Debt Indebtedness or the Credit Agreement, the any liens or security interests held in connection therewith. b. Subordinated Creditor agrees that Senior Debt or the other Senior Debt Documents or the collectability of the Senior Debt, that each of the Senior Creditors Lender shall be entitled to manage and supervise its financial arrangements with the Loan Parties loans in accordance with applicable law and its usual practices, modified from time to time as it deems appropriate under the circumstances, without affecting the validity or enforceability of this Agreement and without regard to the existence of any rights that the such Subordinated Creditor may now or hereafter have in or to any of the assets of the Loan Party; and that no assets. Senior Creditor Lender shall not have any liability to such Subordinated Creditor for, and such Subordinated Creditor waives any claim which such Subordinated Creditor may now or hereafter have against, each Senior Creditor arising out as a result of (a) any and all lawful actions which any Senior Creditor Lender takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of its liens or security interest in any existing or future Common Collateralinterest, actions with respect to the occurrence of a Senior Defaultany default or event of default, actions with respect to the foreclosure upon, sale, release, or depreciation of, release or failure to realize upon, any of the Common Collateral o its collateral, and actions with respect to the collection of any claim for all or any part of the Senior Debt Indebtedness from any account debtor, guarantor debtor or any other party) ), regardless of whether any such .actions or omissions may affect Senior Lender's rights to the collection deficiency or Subordinated Creditor's rights of the subrogation or reimbursement. c. Senior Debt or the valuationLender may, usefrom time to time, protection or enter into agreements and settlements with Borrower as it. may determine, including, without limitation, any substitution of collateral, any release of the Common Collateral, (b) any Senior Creditor’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or (c) any borrowing lien or grant of a security interest under Section 364 and any release of the Bankruptcy Code by any Loan Party, as debtor in possession in a ProceedingBorrower. Each Subordinated Creditor waives the right any and all rights it may have to assert the doctrine of marshalling with respect require Senior Lender to any of the Common Collateral, and consents and agrees that the Senior Creditor Representative may proceed against any or all of the Common Collateral in such order as the Senior Creditor Representative shall determine in its sole discretionxxxxxxxx assets.

SUBORDINATED CREDITOR'S WAIVERS. (a) Each of the Subordinated Creditor Creditors and the Borrower expressly waives waive all notice of the acceptance by the Senior Creditors of the subordination and other provisions of this Agreement and all the other notices not specifically required pursuant to under the terms of this Agreement whatsoever, and each of the Subordinated Creditors and the Borrower expressly consent to reliance by the Senior Creditors upon the subordination and other agreements as provided in this Agreement, whether in connection with foreclosure on or sale . (b) Each of assets or otherwise, whatsoever. Each the Subordinated Creditor acknowledges Creditors agrees that no each Senior Creditor Creditor: (i) has made no warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Senior Debt or the Credit Agreement, the Senior Debt Note Issuance Agreement or the other Senior Debt Agreement Documents or the collectability of the Senior Debt, that each of the Senior Creditors shall be obligations or indebtedness thereunder; (ii) is entitled to manage and supervise its financial arrangements with loans to the Loan Parties Borrower in accordance with its usual practices, modified from time to time as it deems appropriate under applicable law and the circumstances, without affecting terms of the validity or enforceability of this Note Issuance Agreement and the other Agreement Documents and without regard to the existence of any rights that any of the such Subordinated Creditor Creditors may now or hereafter in the future have in or to any of the assets of the Loan Party; and that Borrower; (iii) has no Senior Creditor shall have any liability to such any of the Subordinated Creditor Creditors for, and each of the Subordinated Creditors waives and releases such Subordinated Senior Creditor waives from any and all liability with respect to, any claim which such each of the Subordinated Creditor Creditors may now or hereafter in the future have against, each against such Senior Creditor arising out of (aA) any and all actions which any such Senior Creditor takes or omits to take in connection with the Senior Obligations (including, without limitation, actions with respect to the creation, perfection or continuation of liens or security interest interests in the Collateral and other security for the obligations and indebtedness under the Note Issuance Agreement), (B) any existing or future Common Collateral, and all actions with respect to the occurrence of a Senior an Event of Default, actions with respect to the foreclosure upon, sale, release, release or depreciation of, or failure to realize upon, any of the Common Collateral Collateral, or (C) any and all actions with respect to the collection of any claim for securing all or any part of the Senior Debt obligations and indebtedness under the Note Issuance Agreement from any account debtor, guarantor or any other party) party with respect to the Note Issuance Agreement or to the other Agreement Documents or the collection of the Senior Debt obligations or indebtedness thereunder or the valuation, use, protection or release of the Common Collateral, ; and (biv) any Senior Creditor’s shall be entitled to make an election, in any proceeding instituted under the Bankruptcy Codebankruptcy proceeding, of the application of Section section 1111(b)(2) of the United States Bankruptcy Code, and/or 11 U.S.C. §§ 101-1330 (c) any borrowing or grant of a security interest under Section 364 of the “Bankruptcy Code by any Loan Party, as debtor in possession in a Proceeding. Each Subordinated Creditor waives the right to assert the doctrine of marshalling with respect to any of the Common Collateral, and consents and agrees that the Senior Creditor Representative may proceed against any or all of the Common Collateral in such order as the Senior Creditor Representative shall determine in its sole discretionCode”).

SUBORDINATED CREDITOR'S WAIVERS. Each a. All of the Senior Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement. Subordinated Creditor expressly waives all notice of the acceptance by the Senior Creditors Lender of the subordination and other provisions of this Agreement and all the notices not specifically required pursuant to the terms of this Agreement, whether in connection with foreclosure on or sale of assets or otherwise, whatsoever. Each Subordinated Creditor acknowledges agrees that no Senior Creditor Lender has made no warranties or representations with respect to the due execution, legality, validity, completeness enforceability, collectability or enforceability perfection of the Senior Debt Indebtedness or the Credit Agreement, the any liens or security interests held in connection therewith. b. Subordinated Creditor agrees that Senior Debt or the other Senior Debt Documents or the collectability of the Senior Debt, that each of the Senior Creditors Lender shall be entitled to manage and supervise its financial arrangements with the Loan Parties loans in accordance with applicable law and its usual practices, modified from time to time as it deems appropriate under the circumstances, without affecting the validity or enforceability of this Agreement and without regard to the existence of any rights that the such Subordinated Creditor may now or hereafter have in or to any of the assets of the Loan Party; and that no assets. Senior Creditor Lender shall have any no liability to such Subordinated Creditor for, and such Subordinated Creditor waives any claim which such Subordinated Creditor may now or hereafter have against, each Senior Creditor arising out as a result of (a) any and all lawful actions which any Senior Creditor Lender takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of its liens or security interest in any existing or future Common Collateralinterest, actions with respect to the occurrence of a Senior Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, release or failure to realize upon, any of the Common Collateral its collateral, and actions with respect to the collection of any claim for all or any part of the Senior Debt Indebtedness from any account debtor, guarantor debtor or any other party) ), regardless of whether any such actions or omissions may affect Senior Lender's rights to the collection deficiency or Subordinated Creditor's rights of the subrogation or reimbursement. c. Senior Debt or the valuationLender may, usefrom time to time, protection or enter into agreements and settlements with Borrower as it may determine, including, without limitation, any substitution of collateral, any release of the Common Collateral, (b) any Senior Creditor’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or (c) any borrowing lien or grant of a security interest under Section 364 and any release of the Bankruptcy Code by any Loan Party, as debtor in possession in a ProceedingBorrower. Each Subordinated Creditor waives the right any and all rights it may have to assert the doctrine of marshalling with respect require Senior Lender to any of the Common Collateral, and consents and agrees that the Senior Creditor Representative may proceed against any or all of the Common Collateral in such order as the Senior Creditor Representative shall determine in its sole discretionmarshall assets.

SUBORDINATED CREDITOR'S WAIVERS. Each All of the Senior Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement. Subordinated Creditor expressly waives all notice notices of the acceptance by the Senior Creditors Creditor of the subordination and other provisions of this Agreement and all the other notices not specifically required pursuant to the terms of this AgreementAgreement whatsoever, whether in connection with foreclosure on or sale of assets or otherwise, whatsoever. Each and Subordinated Creditor acknowledges expressly waives reliance by Senior Creditor upon the subordination and other agreements contained herein. Subordinated Creditor agrees that no Senior Creditor has made no warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Senior Debt Loan Agreement, or the Credit Agreement, the Senior Debt or the other Senior Debt Documents or the collectability collectibles of the Senior DebtIndebtedness, that each of the Senior Creditors Creditor shall be entitled to manage and supervise loans to Borrower and its financial arrangements with the Loan Parties Affiliates in accordance with applicable law and its usual practices, modified from time to time as it Senior Creditor deems appropriate under the circumstances, without affecting the validity or enforceability of this Agreement and without regard to the existence of any rights that the such Subordinated Creditor may now or hereafter have in or to any of the assets of the Loan Party; Borrower or any of its Affiliates, and that no Senior Creditor shall have any no liability to such Subordinated Creditor for, and such Subordinated Creditor waives any claim which such Subordinated Creditor may now or hereafter have against, each against Senior Creditor arising out of (a) of, any and all actions which any Senior Creditor Creditor, takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of liens or security interest interests in any existing collateral or future Common Collateralsecurity, actions with respect to the occurrence of a Senior Defaultdefault, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Common Collateral collateral or security and actions with respect to the collection of any claim for all or any part of the Senior Debt Indebtedness from any account debtor, guarantor or any other partyparty and actions with respect to any bankruptcy proceeding or the extension of credit by Senior Creditor to Borrower or any of its Affiliates in any such proceeding) with respect to the Loan Agreement, or any other agreement related thereto or to the collection of the Senior Debt Indebtedness or the valuation, use, protection or release of the Common Collateral, (b) any Senior Creditor’s election, in any proceeding instituted under the Bankruptcy Code, collateral or security for or guaranties of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or (c) any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any Loan Party, as debtor in possession in a Proceeding. Each Subordinated Creditor waives the right to assert the doctrine of marshalling with respect to any of the Common Collateral, and consents and agrees that the Senior Creditor Representative may proceed against any or all of the Common Collateral in such order as the Senior Creditor Representative shall determine in its sole discretionIndebtedness.