Common use of Third Party Waivers Clause in Contracts

Third Party Waivers. Section 21.1 Each Pledgor authorizes the Collateral Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to any Pledgor, without affecting such Pledgor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of the Collateral Agent: (i) Subject to Section 12.6 of the Credit Agreement, the Collateral Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof. (ii) The Collateral Agent may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security. (iii) The Collateral Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and the Collateral Agent (or its nominees or designees) may also bid at any such sale. (iv) The Collateral Agent may apply any payments or recoveries from Borrower, any Pledgor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as the Collateral Agent may elect. (v) The Collateral Agent may release the Borrower or any other person or entity of its liability for the Obligations or any part thereof. (vi) The Collateral Agent may substitute, add or release any one or more guarantors or endorsers. (vii) In addition to the Obligations, the Collateral Agent may extend other credit to the Borrower, and may take and hold security for the credit so extended. Section 21.2 Each Pledgor waives: (i) Any right it may have to require the Collateral Agent to proceed against the Borrower, any Pledgor or any other person or entity, proceed against or exhaust any security held from the Borrower, any Pledgor or any person or entity, or pursue any other remedy in the Collateral Agent’s power to pursue; (ii) Any defense based on any claim that any Pledgor’s obligations exceed or are more burdensome than those of the Borrower, any Pledgor or any other Person; (iii) Any defense: (A) based on any legal disability of any other Person, (B) based on any release, discharge, modification, impairment or limitation of the liability of any other person or entity to the Collateral Agent from any cause, whether consented to by the Collateral Agent or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other person or entity or any of their respective affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (iv) Any defense based on any action taken or omitted by the Collateral Agent in any Insolvency Proceeding involving any other Person, including any election to have the Collateral Agent’s claim allowed as being secured, partially secured or unsecured, any extension of credit by the Collateral Agent to any other Person in any Insolvency Proceeding, and the taking and holding by the Collateral Agent of any security for any such extension of credit; (v) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Agreement or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind (except or expressly required by the Loan Documents); and (vi) Except for such notices as required by the Loan Documents, any defense based on or arising out of any defense that the Borrower or any of its affiliates may have to the payment or performance of the Obligations (other than the defense that the Obligations have been paid in full). (a) After the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice (except as required by applicable law) to or consent of any Pledgor or the Borrower, the Collateral Agent may elect to: (1) foreclose against any collateral for the Secured Obligations, (2) accept any offer to transfer any such collateral for the Secured Obligations in lieu of foreclosure, (3) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with Borrower or any Person, or (4) exercise any other remedy against the Borrower or any person or entity or any collateral for the Secured Obligations. No such action by the Collateral Agent shall release or limit the Collateral Agent’s rights hereunder or under the other Loan Documents, even if the effect of the action is to deprive any Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower or any other Person for any sums paid to the Collateral Agent, whether contractual or arising by operation of law or otherwise. Each Pledgor expressly agrees that under no circumstances shall such Pledgor be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Collateral Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Secured Obligations in accordance with this Agreement and Applicable Law. (b) Subject to the payment in full of all Secured Obligations, each Pledgor shall retain its rights to seek contribution and reimbursement from, and rights of subrogation with respect to, any other Pledgor to the extent the Secured Obligations hereunder render such Pledgor insolvent. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and no Pledgor shall enforce any such rights until the Secured Obligations shall have been paid in full.

Third Party Waivers. Section 21.1 (a) Each Pledgor Grantor authorizes the Collateral Administrative Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to any PledgorGrantor, without affecting such PledgorGrantor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of the Collateral Administrative Agent: (i) Subject to Section 12.6 9.08 of the Credit Agreement, the Collateral Administrative Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof. (ii) The Collateral Administrative Agent may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security. (iii) The Collateral Administrative Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and the Collateral Administrative Agent (or its nominees or designees) may also bid at any such sale. (iv) The Collateral Administrative Agent may apply any payments or recoveries from any Borrower, any Pledgor Grantor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as the Collateral Administrative Agent may elect. (v) The Collateral Administrative Agent may release the any Borrower or any other person or entity of its liability for the Obligations or any part thereof. (vi) The Collateral Administrative Agent may substitute, add or release any one or more guarantors or endorsers. (vii) In addition to the Obligations, the Collateral Administrative Agent may extend other credit to the any Borrower, and may take and hold security for the credit so extended. Section 21.2 (b) Each Pledgor Grantor waives: (i) Any right it may have to require the Collateral Administrative Agent to proceed against the any Borrower, any Pledgor Grantor or any other person or entity, proceed against or exhaust any security held from the any Borrower, any Pledgor Grantor or any person or entity, or pursue any other remedy in the Collateral Administrative Agent’s power to pursue; (ii) Any defense based on any claim that any PledgorGrantor’s obligations exceed or are more burdensome than those of the any Borrower, any Pledgor Grantor or any other Person; (iii) Any defense: (A) based on any legal disability of any other Person, (B) based on any release, discharge, modification, impairment or limitation of the liability of any other person or entity to the Collateral Administrative Agent from any cause, whether consented to by the Collateral Administrative Agent or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other person or entity or any of their respective affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (iv) Any defense based on any action taken or omitted by the Collateral Administrative Agent in any Insolvency Proceeding involving any other Person, including any election to have the Collateral Administrative Agent’s claim allowed as being secured, partially secured or unsecured, any extension of credit by the Collateral Administrative Agent to any other Person in any Insolvency Proceeding, and the taking and holding by the Collateral Administrative Agent of any security for any such extension of credit; (v) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Agreement or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind (except or expressly required by the Loan DocumentsCredit Agreement); and (vi) Except for such notices as required by the Loan Documents, any defense based on or arising out of any defense that the Borrower or any of its affiliates may have to the payment or performance of the Obligations (other than the defense that the Obligations have been paid Paid in fullFull). (ai) After the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice (except as required by applicable law) to or consent of any Pledgor or the BorrowerGrantor, the Collateral Administrative Agent may elect to: (1A) foreclose against any collateral for the Secured Obligations, (2B) accept any offer to transfer any such collateral for the Secured Obligations in lieu of foreclosure, (3C) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with Borrower any Grantor or any Person, or (4D) exercise any other remedy against the Borrower any Grantor or any person or entity Person or any collateral for the Secured Obligations. No such action by the Collateral Administrative Agent shall release or limit the Collateral Administrative Agent’s rights hereunder or under the other Loan Documents, even if the effect of the action is to deprive any Pledgor Grantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower any other Grantor or any other Person for any sums paid to the Collateral Administrative Agent, whether contractual or arising by operation of law or otherwise. Each Pledgor Grantor expressly agrees that under no circumstances shall such Pledgor Grantor be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Collateral Administrative Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Secured Obligations in accordance with this Agreement and Applicable LawObligations. (bii) Subject to the payment Payment in full Full of all Secured Obligations, each Pledgor Grantor shall retain its rights to seek contribution and reimbursement from, and rights of subrogation with respect to, any other Pledgor Grantor to the extent the Secured Obligations hereunder render such Pledgor Grantor insolvent. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and no Pledgor Grantor shall enforce any such rights until the Secured Obligations shall have been paid Paid in fullFull. (d) Without limiting the provisions of Sections 22(a), (b) and (c) herein, to the extent permitted by Applicable Law, Choice International Hospitality Services, Inc. (the “Subject Grantor”) expressly waives all of the following rights and defenses (and agrees not to take advantage of or assert any such right or defense): (i) any defense based upon the failure of the Administrative Agent or any other Secured Party to commence an action in respect of the Secured Obligations against the Borrower, any guarantor or any other Person or any security for the payment and performance of the Secured Obligations; (ii) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by such Subject Grantor of its obligations under, or the enforcement by the Administrative Agent or the other Secured Parties of this Agreement; (iii) any right of diligence, presentment, demand, protest and notice (except as specifically required herein or any other Loan Document) of whatever kind or nature with respect to any of the Secured Obligations and, to the fullest extent permitted by Applicable Law, the benefit of all provisions of Applicable Law which are or might be in conflict with the terms of this Agreement; (iv) any right to revoke this Agreement, other than as provided in Section 20 hereto; (v) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Subject Grantor or other rights of such Subject Grantor to proceed against any of the other Loan Parties, any guarantor or any other Person or any Collateral; (vi) any defense based on any right of set-off or counterclaim against or in respect of the Secured Obligations of such Subject Grantor hereunder; (vii) any duty on the part of any Secured Party to disclose to such Subject Grantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party; and (viii) any and all right to notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon, or acceptance of, this Agreement. The Subject Grantor agrees that any notice or directive given at any time to the Administrative Agent or any other Secured Party which is inconsistent with any of the foregoing waivers shall be null and void and may be ignored by the Administrative Agent or such other Secured Party, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Agreement for the reason that such pleading or introduction would be at variance with the written terms of this Agreement, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Credit Agreement, the other Loan Documents and the Hedging Agreements and, but for this Agreement and such waivers, the Administrative Agent and the other Secured Parties would decline to enter into the Credit Agreement, the other Loan Documents and the Hedging Agreements.

Third Party Waivers. Section 21.1 (a) Each Pledgor Grantor authorizes the Collateral Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to any PledgorGrantor, without affecting such PledgorGrantor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of the Collateral Agent: (i) Subject to Section 12.6 9.01 of the Credit Agreement, the Collateral Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof. (ii) The Collateral Agent may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security. (iii) The Collateral Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and the Collateral Agent (or its nominees or designees) may also bid at any such sale. (iv) The Collateral Agent may apply any payments or recoveries from any Borrower, any Pledgor Grantor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as the Collateral Agent may elect. (v) The Collateral Agent may release the any Borrower or any other person or entity of its liability for the Obligations or any part thereof. (vi) The Collateral Agent may substitute, add or release any one or more guarantors or endorsers. (vii) In addition to the Obligations, the Collateral Agent may extend other credit to the any Borrower, and may take and hold security for the credit so extended. Section 21.2 (b) Each Pledgor Grantor waives: (i) Any right it may have to require the Collateral Agent to proceed against the any Borrower, any Pledgor Grantor or any other person or entity, proceed against or exhaust any security held from the any Borrower, any Pledgor Grantor or any person or entity, or pursue any other remedy in the Collateral Agent’s power to pursue; (ii) Any defense based on any claim that any PledgorGrantor’s obligations exceed or are more burdensome than those of the any Borrower, any Pledgor Grantor or any other Person; (iii) Any defense: (A) based on any legal disability of any other Person, (B) based on any release, discharge, modification, impairment or limitation of the liability of any other person or entity to the Collateral Agent from any cause, whether consented to by the Collateral Agent or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other person or entity or any of their respective affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (iv) Any defense based on any action taken or omitted by the Collateral Agent in any Insolvency Proceeding involving any other Person, including any election to have the Collateral Agent’s claim allowed as being secured, partially secured or unsecured, any extension of credit by the Collateral Agent to any other Person in any Insolvency Proceeding, and the taking and holding by the Collateral Agent of any security for any such extension of credit; (v) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Agreement or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind (except or expressly required by the Loan Documents); and (vi) Except for such notices as required by the Loan Documents, any defense based on or arising out of any defense that the Borrower or any of its affiliates may have to the payment or performance of the Obligations (other than the defense that the Obligations have been paid in full). (ai) After the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice (except as required by applicable law) to or consent of any Pledgor Grantor or the any Borrower, the Collateral Agent may elect to: (1A) foreclose against any collateral Collateral for the Secured Obligations, (2B) accept any offer to transfer any such collateral Collateral for the Secured Obligations in lieu of foreclosure, (3C) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with any Borrower or any Person, or (4D) exercise any other remedy against the any Borrower or any person or entity or any collateral for the Secured Obligations. No such action by the Collateral Agent shall release or limit the Collateral Agent’s rights hereunder or under the other Loan Documents, even if the effect of the action is to deprive any Pledgor Grantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the any Borrower or any other Person for any sums paid to the Collateral Agent, whether contractual or arising by operation of law or otherwise. Each Pledgor Grantor expressly agrees that under no circumstances shall such Pledgor Grantor be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Collateral Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Secured Obligations in accordance with this Agreement and Applicable Lawapplicable law. (bii) Subject to the full, final and indefeasible payment in full of all Secured ObligationsObligations to the Collateral Agent, each Pledgor Grantor shall retain its rights to seek contribution and reimbursement from, and rights of subrogation with respect to, any other Pledgor Grantor to the extent the Secured Obligations hereunder render such Pledgor Grantor insolvent. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and no Pledgor Grantor shall enforce any such rights until the Secured Obligations shall have been finally paid in full.

Third Party Waivers. Section 21.1 (a) Each Pledgor Grantor authorizes the Collateral Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to any PledgorGrantor, without affecting such PledgorGrantor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of the Collateral Agent: (i) Subject to Section 12.6 9.01 of the Credit Agreement, the Collateral Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof. (ii) The Collateral Agent may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security. (iii) The Collateral Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and the Collateral Agent (or its nominees or designees) may also bid at any such sale. (iv) The Collateral Agent may apply any payments or recoveries from the any Borrower, any Pledgor Grantor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as the Collateral Agent may elect. (v) The Collateral Agent may release the any Borrower or any other person or entity of its liability for the Obligations or any part thereof. (vi) The Collateral Agent may substitute, add or release any one or more guarantors or endorsers. (vii) In addition to the Obligations, the Collateral Agent may extend other credit to the any Borrower, and may take and hold security for the credit so extended. Section 21.2 (b) Each Pledgor Grantor waives: (i) Any right it may have to require the Collateral Agent to proceed against the any Borrower, any Pledgor Grantor or any other person or entity, proceed against or exhaust any security held from the any Borrower, any Pledgor Grantor or any person or entity, or pursue any other remedy in the Collateral Agent’s power to pursue; (ii) Any defense based on any claim that any PledgorGrantor’s obligations exceed or are more burdensome than those of the any Borrower, any Pledgor Grantor or any other Person; (iii) Any defense: (A) based on any legal disability of any other Person, (B) based on any release, discharge, modification, impairment or limitation of the liability of any other person or entity to the Collateral Agent from any cause, whether consented to by the Collateral Agent or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other person or entity or any of their respective affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (iv) Any defense based on any action taken or omitted by the Collateral Agent in any Insolvency Proceeding involving any other Person, including any election to have the Collateral Agent’s claim allowed as being secured, partially secured or unsecured, any extension of credit by the Collateral Agent to any other Person in any Insolvency Proceeding, and the taking and holding by the Collateral Agent of any security for any such extension of credit; (v) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Agreement or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind (except or expressly required by the Loan DocumentsCredit Agreement); and (vi) Except for such notices as required by the Loan Documents, any defense based on or arising out of any defense that the Borrower or any of its affiliates may have to the payment or performance of the Obligations (other than the defense that the Obligations have been paid in full). (ai) After the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice (except as required by applicable law) to or consent of any Pledgor Grantor or the any Borrower, the Collateral Agent may elect to: (1A) foreclose against any collateral for the Secured Obligations, (2B) accept any offer to transfer any such collateral for the Secured Obligations in lieu of foreclosure, (3C) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with any Borrower or any Person, or (4D) exercise any other remedy against the any Borrower or any person or entity or any collateral for the Secured Obligations. No such action by the Collateral Agent shall release or limit the Collateral Agent’s rights hereunder or under the other Loan Documents, even if the effect of the action is to deprive any Pledgor Grantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the any Borrower or any other Person for any sums paid to the Collateral Agent, whether contractual or arising by operation of law or otherwise. Each Pledgor Grantor expressly agrees that under no circumstances shall such Pledgor Grantor be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Collateral Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Secured Obligations in accordance with this Agreement and Applicable LawObligations. (bii) Subject to the prior full, final and indefeasible payment in full of all Secured ObligationsObligations to the Collateral Agent, each Pledgor Grantor shall retain its rights to seek contribution and reimbursement from, and rights of subrogation with respect to, any other Pledgor to the extent the Secured Obligations hereunder render such Pledgor insolventGrantor. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and no Pledgor Grantor shall enforce any such rights until the Secured Obligations shall have been finally paid in full.

Third Party Waivers. Section 21.1 (i) Each Pledgor Grantor authorizes the Collateral Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to any PledgorGrantor, without affecting such PledgorGrantor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of the Collateral Agent, all to the extent permitted by applicable law: (ia) Subject to Section 12.6 10.01 of the Credit Agreement, the Collateral Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof. (iib) The Collateral Agent may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security. (iiic) The Collateral Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and the Collateral Agent (or its nominees or designees) may also bid at any such sale.. AMERICAS/2023158313.8 15 (ivd) The Collateral Agent may apply any payments or recoveries from Borrower, any Pledgor Grantor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as the Collateral Agent may elect. (ve) The Collateral Agent may release the Borrower or any other person or entity of its liability for the Obligations or any part thereof. (vif) The Collateral Agent may substitute, add or release any one or more guarantors or endorsers. (viig) In addition to the Obligations, the Collateral Agent may extend other credit to the Borrower, and may take and hold security for the credit so extended. Section 21.2 (xxix) Each Pledgor waivesGrantor waives to the extent permitted under applicable law: (ia) Any right it may have to require the Collateral Agent to proceed against the Borrower, any Pledgor Grantor or any other person or entity, proceed against or exhaust any security held from the Borrower, any Pledgor Grantor or any person or entity, or pursue any other remedy in the Collateral Agent’s power to pursue; (iib) Any defense based on any claim that any PledgorGrantor’s obligations exceed or are more burdensome than those of the Borrower, any Pledgor Grantor or any other Person; (iiic) Any defense: (AI) based on any legal disability of any other Person, (BII) based on any release, discharge, modification, impairment or limitation of the liability of any other person or entity to the Collateral Agent from any cause, whether consented to by the Collateral Agent or arising by operation of law, (CIII) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other person or entity or any of their respective affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (CIII) being referred to herein as an “Insolvency Proceeding”); or (DIV) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (ivd) Any defense based on any action taken or omitted by the Collateral Agent in any Insolvency Proceeding involving any other Person, including any election to have the Collateral Agent’s claim allowed as being secured, partially secured or unsecured, any extension of credit by the Collateral Agent to any other Person in any Insolvency Proceeding, and the taking and holding by the Collateral Agent of any security for any such extension of credit; (ve) All presentments, demands for performance, notices of nonperformancenon-performance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Agreement or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind (except or expressly required by the Loan Documents); and; (vif) Any duty on the part of the Collateral Agent or any Secured Party to disclose to such Grantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower, any other Loan Party or any of their Subsidiaries now or hereafter known by the Collateral Agent or such Secured Party; (g) Except for such notices as required by the Loan Documents, any defense based on or arising out of any defense that the Borrower or any of its affiliates may have to the payment or performance of the Obligations (other than the defense that the Obligations in question have been paid or performed (to the extent paid or performed)); and AMERICAS/2023158313.8 16 (h) Any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including without limitation any and all rights or defenses such Grantor may have by reason of protection afforded to the principal with respect to any of the Secured Obligations, or to any other obligor with respect to any of the Secured Obligations with respect to any of such obligor’s obligations under the Loan Documents, in full)either case pursuant to the antideficiency or other laws of the State of California limiting or discharging the principal's indebtedness or such Grantor’s obligations, including without limitation Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York. This Section 27(ii)(h) is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Agreement or to any of the Secured Obligations. (a) After the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice (except as required by applicable law) to or consent of any Pledgor or the BorrowerGrantor, the Collateral Agent may elect to: (1I) foreclose against any collateral for the Secured Obligations, (2II) accept any offer to transfer any such collateral for the Secured Obligations in lieu of foreclosure, (3III) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with Borrower or any Person, or (4IV) exercise any other remedy against the Borrower or any person or entity or any collateral for the Secured Obligations. No such action by the Collateral Agent shall release or limit the Collateral Agent’s ’ rights hereunder or under the other Loan Documents, even if the effect of the action is to deprive any Pledgor Grantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower or any other Person for any sums paid to the Collateral Agent, whether contractual or arising by operation of law or otherwise. Each Pledgor Grantor expressly agrees that under no circumstances shall such Pledgor Grantor be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Collateral Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Secured Obligations in accordance with this Agreement and Applicable Lawapplicable law. (ba) Subject to the payment in full of all Secured Obligations, each Pledgor Grantor shall retain its rights to seek contribution and reimbursement from, and rights of subrogation with respect to, any other Pledgor Grantor to the extent the Secured Obligations hereunder render such Pledgor Grantor insolvent. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and no Pledgor Grantor shall enforce any such rights until the Secured Obligations shall have been paid in full.

Third Party Waivers. Section 21.1 (a) Each Pledgor Grantor authorizes the Collateral Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to any PledgorGrantor, without affecting such PledgorGrantor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of the Collateral Agent: (i) Subject to Section 12.6 9.01 of the Credit Agreement, the Collateral Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof. (ii) The Collateral Agent may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security. (iii) The Collateral Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and the Collateral Agent (or its nominees or designees) may also bid at any such sale. (iv) The Collateral Agent may apply any payments or recoveries from any Borrower, any Pledgor Grantor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as the Collateral Agent may elect. (v) The Collateral Agent may release the any Borrower or any other person or entity of its liability for the Obligations or any part thereof. (vi) The Collateral Agent may substitute, add or release any one or more guarantors or endorsers. (vii) In addition to the Obligations, the Collateral Agent may extend other credit to the any Borrower, and may take and hold security for the credit so extended. Section 21.2 Each Pledgor waives: (i) Any right it may have to require the Collateral Agent to proceed against the Borrower, any Pledgor or any other person or entity, proceed against or exhaust any security held from the Borrower, any Pledgor or any person or entity, or pursue any other remedy in the Collateral Agent’s power to pursue; (ii) Any defense based on any claim that any Pledgor’s obligations exceed or are more burdensome than those of the Borrower, any Pledgor or any other Person; (iii) Any defense: (A) based on any legal disability of any other Person, (B) based on any release, discharge, modification, impairment or limitation of the liability of any other person or entity to the Collateral Agent from any cause, whether consented to by the Collateral Agent or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other person or entity or any of their respective affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (iv) Any defense based on any action taken or omitted by the Collateral Agent in any Insolvency Proceeding involving any other Person, including any election to have the Collateral Agent’s claim allowed as being secured, partially secured or unsecured, any extension of credit by the Collateral Agent to any other Person in any Insolvency Proceeding, and the taking and holding by the Collateral Agent of any security for any such extension of credit; (v) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Agreement or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind (except or expressly required by the Loan Documents); and (vi) Except for such notices as required by the Loan Documents, any defense based on or arising out of any defense that the Borrower or any of its affiliates may have to the payment or performance of the Obligations (other than the defense that the Obligations have been paid in full). (a) After the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice (except as required by applicable law) to or consent of any Pledgor or the Borrower, the Collateral Agent may elect to: (1) foreclose against any collateral for the Secured Obligations, (2) accept any offer to transfer any such collateral for the Secured Obligations in lieu of foreclosure, (3) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with Borrower or any Person, or (4) exercise any other remedy against the Borrower or any person or entity or any collateral for the Secured Obligations. No such action by the Collateral Agent shall release or limit the Collateral Agent’s rights hereunder or under the other Loan Documents, even if the effect of the action is to deprive any Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower or any other Person for any sums paid to the Collateral Agent, whether contractual or arising by operation of law or otherwise. Each Pledgor expressly agrees that under no circumstances shall such Pledgor be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Collateral Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Secured Obligations in accordance with this Agreement and Applicable Law. (b) Subject to the payment in full of all Secured Obligations, each Pledgor shall retain its rights to seek contribution and reimbursement from, and rights of subrogation with respect to, any other Pledgor to the extent the Secured Obligations hereunder render such Pledgor insolvent. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and no Pledgor shall enforce any such rights until the Secured Obligations shall have been paid in full.

Third Party Waivers. Section 21.1 (a) Each Pledgor Grantor authorizes the Collateral Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to any PledgorGrantor, without affecting such PledgorGrantor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of the Collateral Agent: (i) Subject to Section 12.6 10.5 of the Credit Agreement, the Collateral Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof. (ii) The Collateral Agent may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security. (iii) The Collateral Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and the Collateral Agent (or its nominees or designees) may also bid at any such sale. (iv) The Collateral Agent may apply any payments or recoveries from the Borrower, any Pledgor Grantor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as the Collateral Agent may elect. (v) The Collateral Agent may release the Borrower or any other person or entity of its liability for the Obligations or any part thereof. (vi) The Collateral Agent may substitute, add or release any one or more guarantors or endorsers. (vii) In addition to the Obligations, the Collateral Agent may extend other credit to the Borrower, and may take and hold security for the credit so extended. Section 21.2 Each Pledgor waives: (i) Any right it may have to require the Collateral Agent to proceed against the Borrower, any Pledgor or any other person or entity, proceed against or exhaust any security held from the Borrower, any Pledgor or any person or entity, or pursue any other remedy in the Collateral Agent’s power to pursue; (ii) Any defense based on any claim that any Pledgor’s obligations exceed or are more burdensome than those of the Borrower, any Pledgor or any other Person; (iii) Any defense: (A) based on any legal disability of any other Person, (B) based on any release, discharge, modification, impairment or limitation of the liability of any other person or entity to the Collateral Agent from any cause, whether consented to by the Collateral Agent or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other person or entity or any of their respective affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (iv) Any defense based on any action taken or omitted by the Collateral Agent in any Insolvency Proceeding involving any other Person, including any election to have the Collateral Agent’s claim allowed as being secured, partially secured or unsecured, any extension of credit by the Collateral Agent to any other Person in any Insolvency Proceeding, and the taking and holding by the Collateral Agent of any security for any such extension of credit; (v) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Agreement or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind (except or expressly required by the Loan Documents); and (vi) Except for such notices as required by the Loan Documents, any defense based on or arising out of any defense that the Borrower or any of its affiliates may have to the payment or performance of the Obligations (other than the defense that the Obligations have been paid in full). (a) After the occurrence and during the continuance of any Event of Default, in its sole discretion, without prior notice (except as required by applicable law) to or consent of any Pledgor or the Borrower, the Collateral Agent may elect to: (1) foreclose against any collateral for the Secured Obligations, (2) accept any offer to transfer any such collateral for the Secured Obligations in lieu of foreclosure, (3) compromise or adjust the Secured Obligations or any part thereof or make any other accommodation with Borrower or any Person, or (4) exercise any other remedy against the Borrower or any person or entity or any collateral for the Secured Obligations. No such action by the Collateral Agent shall release or limit the Collateral Agent’s rights hereunder or under the other Loan Documents, even if the effect of the action is to deprive any Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower or any other Person for any sums paid to the Collateral Agent, whether contractual or arising by operation of law or otherwise. Each Pledgor expressly agrees that under no circumstances shall such Pledgor be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Collateral Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Secured Obligations in accordance with this Agreement and Applicable Law. (b) Subject to the payment in full of all Secured Obligations, each Pledgor shall retain its rights to seek contribution and reimbursement from, and rights of subrogation with respect to, any other Pledgor to the extent the Secured Obligations hereunder render such Pledgor insolvent. Such rights of subrogation, contribution and reimbursement shall be subordinate to the Secured Obligations, and no Pledgor shall enforce any such rights until the Secured Obligations shall have been paid in full.