Common use of Waiver of Claims Clause in Contracts

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer Borrower with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Borrower or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Loan Proceeds Note. Neither the Issuer Borrower nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Loan Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Loan Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Borrower to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Loan Proceeds Note. The Issuer Borrower is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerBorrower, to pursue any Offering Loan Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer Borrower to disclose to it any fact known or hereafter known by the Issuer Borrower relating to the operation or financial condition of any Subordinated Borrower Intercompany Obligor or any Offering Loan Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated BorrowerIntercompany Obligor’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower Intercompany Obligor or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteCredit Documents or any other document creating or governing any Senior Obligations or any transaction relating to the Collateral. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee of the Collateral or any guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or the Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral, or any part thereof, or any such guarantee. (b) Each The Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer any Senior Lender to marshal xxxxxxxx assets for the benefit of such the Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Credit Documents. The Issuer is Senior Lenders are under no duty or obligation, and each the Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each The Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each The Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer any Senior Lender relating to the operation or financial condition of any Subordinated the Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each The Subordinated Lender enters into this Subordination Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer Borrower with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Borrower or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Loan Proceeds Note. Neither the Issuer Borrower nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Loan Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Loan Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Borrower to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Loan Proceeds Note. The Issuer Borrower is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerBorrower, to pursue any Offering Loan Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer Borrower to disclose to it any fact known or hereafter known by the Issuer Borrower relating to the operation or financial condition of any Subordinated Borrower or any Offering Loan Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement, THE BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY’S TAKING POSSESSION OR THE SECURED PARTY’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the maximum Borrower hereby further waives, to the extent permitted by law, each Subordinated Lender waives : (i) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Secured Party’s gross negligence or its directorswillful misconduct; (ii) all other requirements as to the time, officers, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Secured Party’s rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and the Borrower, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws to the fullest extent permitted by applicable law now or hereafter in effect. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe Borrower therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Borrower and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under the Borrower. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have have, solely in its capacity as a Subordinated Lender, against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to the Collateral. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower or any Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral Agreement or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal xxxxxxxx assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s ’s, results of operations, financial condition and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its its, results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by lawAs a material inducement to Landlord to enter into this Lease, each Subordinated Lender waives any claim it might have against the Issuer with respect toTenant hereby releases Landlord from, or arising out ofand hereby waives, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing losses, costs, damages, expenses, liabilities, claims and causes of action (collectively, the "Released Claims") arising from or hereafter arising rights it may have related to require Tenant's inability or limitation to conduct operations from the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner Premises as a result of any enforcement "shelter in place" orders or similar governmental directives, including, without limitation, any claims for, and/or rights of, termination of this Lease and/or abatement, offset and/or deferral of Rent under this Lease, at law and/or in equity related to the Offering Proceeds Noteinability of Tenant to conduct operations from the Premises as a result of any "shelter in place" orders or similar governmental directives related thereto. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with With respect to the Senior Obligations could exercise. (d) Each Subordinated Lender Released Claims, Tenant acknowledges that Tenant has either been advised by legal counsel or has made itself familiar with the provisions of California Civil Code section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Tenant, being aware of the foregoing code section, hereby expressly waives any duty on the part rights Tenant may have thereunder, as well as under any other statutes or common-law principles of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating similar effect, pertaining to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessReleased Claims.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteCredit Documents or any other document creating or governing any Senior Obligations. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee collateral or any guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any collateral upon the request of the Borrower or the Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note any collateral or any part thereofsuch guarantee. (b) Each The Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer any Senior Lender to marshal xxxxxxxx assets for the benefit of such the Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of remedies against any collateral or enforcement of the Offering Proceeds NoteCredit Documents. The Issuer is Senior Lenders are under no duty or obligation, and each the Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any collateral. (c) Each The Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each The Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer any Senior Lender relating to the operation or financial condition of any Subordinated the Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each The Subordinated Lender enters into this Subordination Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except for Landlord’s breach of this Agreement or as otherwise specifically provided for herein, Landlord shall not be liable for any loss, damage or injury of any kind or character to any third person or such third person’s property i. arising from any use of the maximum extent permitted Premises or any part thereof; ii. caused by lawany defect in any building, each Subordinated Lender waives any claim it might have against the Issuer with respect tostructure, or other Improvements thereon or in any equipment or other facility located therein; iii. caused by or arising out offrom any act or omission of Tenant, or of any action of its agents, employees, commercial tenants, licensees or invitees; iv. arising from any accident on the Premises or any fire or other casualty thereon; v. occasioned by Tenant's failure to maintain the Premises in a safe condition; or vi. arising from any other cause; unless, in any of such events, caused by the negligence or willful act or omission of Landlord, its agents, employees, contractors or subcontractors. Tenant agrees that Landlord shall not be liable for injury to Tenant's business for any error loss of judgmentincome therefrom or from loss or damage for merchandise or property of Tenant or its employees, negligenceinvitees, customers, commercial tenants or other persons in or about the Premises, nor shall Landlord be liable for injuries to any persons on or about the Premises whether such damage is caused by or as a result of theft, fire, electricity, water, rain or from breakage, leakage, obstruction or other defect of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or for any other condition arising upon the Premises, or mistake from any new construction or oversight whatsoever repair, alteration or improvement on the part of Tenant's improvements or the Issuer equipment, fixtures or its directorsappurtenance thereof, officers, employees, agents or affiliates with respect to any exercise other than as a result of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any Landlord’s default of its respective directorsobligations under this Lease. Landlord does not waive any rights of sovereign immunity that it has under applicable law. Notwithstanding anything contained in this Lease to the contrary, officers, employees, agents or affiliates in no event shall Landlord be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay consequential and/or punitive damages in doing so or shall be under any obligation to take any other action whatsoever connection with regard to the Offering Proceeds Note or any part thereofthis Lease. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates Affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to the Collateral. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates Affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or the Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Security Documents, or any part thereof. (b) Each The Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such the Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each the Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each The Subordinated Lender hereby waives and releases all rights which a guarantor Guarantor or surety with respect to the Senior Obligations could exercise. (d) Each The Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated the Borrower or any Offering Proceeds Note GuarantorGuarantor of the Senior Obligations, or their respective businesses. Each The Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, condition (financial condition or otherwise) and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, condition (financial condition or otherwise) or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement or in any other Financing Document, THE GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT TAKING POSSESSION OR THE ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the maximum Grantor hereby further waives, to the extent permitted by lawapplicable Requirements of Law: (i) all damages occasioned by such taking of possession except any damages which are the direct result of the gross negligence or willful misconduct of the Administrative Agent, each Subordinated Lender waives any claim it might have against the Issuer with respect toLender, or arising out ofany Person acting on its behalf or instruction; (ii) all other requirements as to the time, any action place and terms of sale or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to any exercise the enforcement of the Administrative Agent's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents moratorium now or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay hereafter in doing so or shall be force under any obligation applicable Requirement of Law in order to take prevent or delay the enforcement of this Agreement (including any right to claim that such enforcement should be stayed pending the outcome of any other action whatsoever with regard or proceeding (including any arbitration proceeding)) or the absolute sale of the Assignment Collateral or any portion thereof, and the Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such applicable Requirements of Law. To the extent permitted under applicable Requirements of Law, any sale of, or the grant of options to purchase, or any other realization upon, any Assignment Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Offering Proceeds Note Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against the Grantor and against any and all Persons claiming or attempting to claim the Assignment Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement or in any other Financing Document, THE BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT TAKING POSSESSION OR THE ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the maximum Borrower hereby further waives, to the extent permitted by lawapplicable Requirements of Law: (i) all damages occasioned by such taking of possession except any damages which are the direct result of the gross negligence or willful misconduct of the Administrative Agent, each Subordinated Lender waives any claim it might have against the Issuer with respect toLender, or arising out ofany Person acting on its behalf or instruction; (ii) all other requirements as to the time, any action place and terms of sale or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to any exercise the enforcement of the Administrative Agent's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents moratorium now or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay hereafter in doing so or shall be force under any obligation applicable Requirement of Law in order to take prevent or delay the enforcement of this Agreement (including any right to claim that such enforcement should be stayed pending the outcome of any other action whatsoever with regard or proceeding (including any arbitration proceeding)) or the absolute sale of the Assignment Collateral or any portion thereof, and the Borrower, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such applicable Requirements of Law. To the extent permitted under applicable Requirements of Law, any sale of, or the grant of options to purchase, or any other realization upon, any Assignment Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Offering Proceeds Note Borrower therein and thereto, and shall be a perpetual bar both at law and in equity against the Borrower and against any and all Persons claiming or attempting to claim the Assignment Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Borrower. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this ---------------- Agreement, THE PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the maximum Pledgor hereby further waives, to the extent permitted by law, each Subordinated Lender waives : (a) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, direct result of the Collateral Agent's gross negligence or arising out of, any action willful misconduct or failure to act act, in exercising its remedies hereunder, in a commercially reasonable manner; (b) all other requirements as to the time, place and terms of sale or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to the enforcement of the Collateral Agent's rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and the Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws unless such action or threatened action is not commercially reasonable. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe Pledgor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Pledgor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof. (b) Each Subordinated Lender, for itself from, through and on behalf of its successors and assigns, hereby waives under the Pledgor other than any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement Collateral remaining after payment in full of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement, EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE GOVERNMENTAL REQUIREMENTS, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH LENDER’S TAKING POSSESSION OR LENDER’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and each Grantor hereby further waives, to the maximum extent permitted by lawGovernmental Requirement: (i) all damages occasioned by such taking of possession except any damages which are the direct result of Lender’s gross negligence or willful misconduct, each Subordinated Lender waives any claim it might have against as determined by a final non-appealable judgment of a court of competent jurisdiction; (ii) all other requirements as to the Issuer with respect totime, place and terms of sale or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to the enforcement of Lender’s rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable Governmental Requirement in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such Governmental Requirements to the fullest extent permitted by applicable Governmental Requirement now or hereafter in effect. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe relevant Grantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the relevant Grantor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under the relevant Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. Except as otherwise provided in this Pledge Agreement, THE PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OF JUDICIAL HEARING IN CONNECTION WITH THE TRUSTEE'S TAKING POSSESSION OR THE TRUSTEE'S DISPOSITION OF ANY OF THE PLEDGED COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICES AND HEARINGS FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT THE PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and, to the full extent permitted by applicable law, the Pledgor hereby further waives: (a) To all damages occasioned by such taking of possession except any damages which are the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against direct result of the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, Trustee's gross negligence, bad faith or mistake willful misconduct; (b) all other requirements as to the time, place and terms of sale or oversight whatsoever on the part of the Issuer or its directorsother requirements, officers, employees, agents or affiliates with respect to the enforcement of the Trustee's rights and powers hereunder; and (c) except as provided in Section 6(c) hereof, all rights of redemption, appraisement, valuation, stay, marshalling of assets, extension or moratorium, existing at law or in equity, by statute or otherwise, now or hereafter in force, in order to prevent or delay the enforcement of this Pledge Agreement or the sale or other disposition of the Pledged Collateral or any portion thereof, and the Pledgor, for itself and all who may claim under it, insofar as it now or hereafter lawfully may, hereby waives all such rights. Any sale of, or the exercise of rights any options to purchase, or remedies under any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, at law or in equity, of the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsPledgor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Pledgor and against any and all persons claiming or attempting to demandclaim the Pledged Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, through and under the Pledgor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Intercompany Lender waives any claim it might have against the Issuer Collateral Agent or any other Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Collateral Agent or its directors, officers, employees, agents any other Senior Lender or affiliates any Related Party of any of the foregoing with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither Credit Documents in the Issuer nor any absence of the gross negligence or wilful misconduct of such Person (or its respective directors, officers, employeesemployees or agents to the extent acting at the direction of such Person) (such absence to be presumed unless otherwise determined by a final, agents non-appealable judgment of a court of competent jurisdiction). None of the Collateral Agent or affiliates any other Senior Lender or any Related Party of any of the foregoing shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee of the Collateral or any guarantee of any Obligation, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Intercompany Debtor, any Intercompany Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral, or any part thereof, or any such guarantee, except, as it applies to any of the foregoing Persons, to the extent such liability has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Person (or its Related Party to the extent acting at the direction of such Person). (b) Each Subordinated Intercompany Lender, for itself and on behalf of its successors and assigns, hereby waives waives, to the extent permitted by applicable law, any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Intercompany Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of any rights or remedies under the Credit Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Intercompany Lender hereby waives waives, to the extent permitted by applicable law, any right it may have to compel the Issuerany Senior Lender, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien in any Collateral. (c) Each Subordinated Intercompany Lender hereby waives waives, to the extent permitted by applicable law, and releases all rights which a guarantor or surety with respect to the Senior Obligations Indebtedness could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender waives any claim it might have against the Issuer any Secured Party with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Secured Party or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteFinance Documents or any transaction relating to any assets or property securing the Senior Obligations. Neither the Issuer Secured Parties nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee assets or property securing the Senior Obligations or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any assets or property securing the Senior Obligations upon the request of the Subordinated Borrower or the Subordinated Lender or any other person or to take any other action whatsoever with regard to any documents relating to any assets or property securing the Offering Proceeds Note or any part thereofSenior Obligations. (b) Each The Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Secured Parties to marshal assets for the benefit of such the Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of any assets or property securing the Senior Obligations or enforcement of the Offering Proceeds NoteFinance Documents. The Issuer is Secured Parties are under no duty or obligation, and each the Subordinated Lender hereby waives any right it may have to compel the IssuerSecured Parties, to pursue any Offering Proceeds Note Guarantor guarantor or other Person person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any assets or property securing the Senior Obligations. (c) Each The Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each The Subordinated Lender hereby waives any duty on the part of the Issuer Secured Parties to disclose to it any fact known or hereafter known by the Issuer Secured Parties relating to the operation or financial condition of any the Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each The Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, condition (financial condition or otherwise) and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, condition (financial condition or otherwise) or business.

Waiver of Claims. (a) To Tenant acknowledges that Landlord, in connection with Landlord’s activities under this Article 19, may, among other things, erect scaffolding or other necessary structures in the maximum extent permitted by lawPremises and/or the Project, each Subordinated Lender waives any claim it might have against limit or eliminate access to portions of the Issuer with respect toProject, including portions of the Common Areas, or perform work in the Premises and/or the Project, which work may create noise, dust, vibration, odors or leave debris in the Premises and/or the Project. Landlord shall use commercially reasonable efforts to minimize any interference with the operation of Tenant’s business at the Premises to the extent reasonably practicable during any entry by Landlord or Landlord’s agents, employees, and contractors upon the Premises. Without limiting the generality of Section 15 above and Landlord’s obligation to use such commercially reasonable efforts to minimize such interference, so long as Tenant has access to the Premises at all times, Tenant hereby agrees that Landlord’s activities under this Article 19 shall in no way constitute an actual or constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Without limiting Section 15 above, Section 22.2 below or Landlord’s obligation to use commercially reasonable efforts to minimize any interference with the operation of Tenant’s business at the Premises to the extent reasonably practicable as set forth above, so long as Tenant has access to the Premises at all times, Landlord shall not be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising out offrom Landlord’s activities under this Article 19, nor shall Tenant be entitled to any action compensation or failure to act damages from Landlord for loss of the use of the whole or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Premises or its directorsloss of use of Tenant’s personal property or improvements resulting from Landlord’s activities hereunder, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so inconvenience or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note annoyance occasioned by such activities, unless such damages were caused by Landlord’s gross negligence or any part thereofwillful misconduct. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Borrower for itself and the maximum extent permitted by lawGuarantors acknowledges, each Subordinated Lender waives represents and agrees that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the “Loan Documents” (as defined in the Existing Credit Agreement and this Agreement), the administration or funding of the “Loans” or the “Letters of Credit” (as such terms are defined in the Existing Credit Agreement and this Agreement), or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. Lender (b) Each Subordinated Lenderwhether under the Existing Credit Agreement, for itself this Agreement or any of such “Loan Documents”), and on behalf each of its successors Borrower and assignsGuarantors does hereby expressly waive, hereby waives release and relinquish any and all now existing such defenses, setoffs, claims, counterclaims and causes of action arising on or hereafter arising rights it may have before the date hereof, if any. §38. CONSENT TO AMENDMENT AND RESTATEMENT; EFFECT OF AMENDMENT AND RESTATEMENT. Pursuant to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement §27 of the Offering Proceeds NoteExisting Credit Agreement, KeyBank as the Agent under the Existing Credit Agreement and each Lender hereby consents to the amendment and restatement of the Existing Credit Agreement pursuant to the terms of this Agreement and the amendment or amendment and restatement of the other “Loan Documents” (as defined in the Existing Credit Agreement), and by execution hereof the Lenders authorize the Agent to enter into such agreements. On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement, except as specifically set forth herein, shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement. The Issuer is parties hereto acknowledge and agree that this Agreement does not constitute a novation or termination of the “Obligations” under no duty or obligationthe Existing Credit Agreement, which remain outstanding as of the Closing Date. All interest and each Subordinated Lender hereby waives any right it may have to compel fees accrued and unpaid under the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may Existing Credit Agreement as of the date of this Agreement shall be liable for due and payable in the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect amount determined pursuant to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty Existing Credit Agreement for periods prior to the Closing Date on the part of the Issuer to disclose to it any fact known next payment date for such interest or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into fee set forth in this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessAgreement.

Waiver of Claims. 11.1 Each EaglePicher Party hereby (a) To ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens granted under each Related Document to which it is a party, (b) agrees and acknowledges that such ratification and reaffirmation is not a condition to the maximum extent permitted by lawcontinued effectiveness of such Related Documents, and (c) agrees that neither such ratification and reaffirmation, nor any Person’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each Subordinated Lender waives EaglePicher Party with respect to any subsequent modifications consent or waiver with respect to the Purchase Agreement or other Related Documents. The Purchase Agreement and each other Related Document is in all respects hereby ratified and confirmed and neither the execution, delivery nor effectiveness of this Agreement shall operate as a waiver of any Termination Event, Incipient Termination Event, Event of Servicer Termination or Incipient Servicer Termination Event (whether or not known to the Administrative Agent, the Collateral Agent or the Committed Purchaser) or any right, power or remedy of the Administrative Agent, the Collateral Agent or the Committed Purchaser of any provision contained in the Purchase Agreement or any other Related Document, whether as a result of any Termination Event, Incipient Termination Event, Event of Servicer Termination or Incipient Servicer Termination Event or otherwise. This Agreement shall constitute a “Related Document” for purposes of the Purchase Agreement. 11.2 Each EaglePicher Party hereby acknowledges and confirms that (a) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim it might have against the Issuer arising under or with respect to), in any case based upon acts or omissions of the Administrative Agent, the Collateral Agent or the Committed Purchaser occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectibility or enforceability of the Purchase Agreement or any of the other Related Documents, the Seller Secured Obligations, the liens securing such Seller Secured Obligations, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer terms or its conditions of any Related Document (it being understood that such acknowledgement and confirmation does not preclude any EaglePicher Party from challenging the Administrative Agent’s, the Collateral Agent’s or the Committed Purchaser’s interpretation of any term or provision of the Purchase Agreement or other Related Document) and (b) it does not possess (and hereby forever waives, remises, releases, discharges and holds harmless the Committed Purchaser, the Administrative Agent, the Collateral Agent and their respective affiliates, stockholders, directors, officers, employees, attorneys, agents and representatives and each of their respective heirs, executors, administrators, successors and assigns (collectively, the “Indemnified Parties”) from and against, and agrees not to allege or affiliates pursue) any action, cause of action, suit, debt, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether in law, equity or otherwise (which it, all those claiming by, through or under it, or its successors or assigns, have or may have) against the Indemnified Parties, or any of them, by reason of, any matter, cause or thing whatsoever, with respect to any exercise of rights events or remedies under omissions occurring or arising on or prior to the Offering Proceeds Note. Neither date hereof and relating to the Issuer nor Purchase Agreement or any of its respective directorsthe other Related Documents (including, officerswithout limitation, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior payment, performance, validity or enforceability of the Seller Secured Obligations, the liens securing the Seller Secured Obligations could exerciseor any or all of the terms or conditions of any Related Document) or any transaction relating thereto. (d) Each Subordinated Lender hereby waives any duty on the part 11.3 The provisions of this Section 11 shall survive payment in full of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition Seller Secured Obligations, full performance of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge all of the terms of this Agreement, the Purchase Agreement and the other Related Documents and/or any action by any EaglePicher Party to exercise any remedy available under the Related Documents, applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further law or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessotherwise.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Intercompany Lender waives any claim it might have against the Issuer Administrative Agent or any other Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Administrative Agent or its directors, officers, employees, agents any other Senior Lender or affiliates any Related Party of any of the foregoing with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents in the absence of the gross negligence, wilful misconduct or breach in bad faith of such Person’s agreements under the Loan Documents (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment). Neither None of the Issuer nor Administrative Agent or any other Senior Lenders or any Related Party of any of its respective directors, officers, employees, agents or affiliates the foregoing shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee of the Collateral or any guarantee of any Obligations, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Intercompany Debtor, any Intercompany Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral, or any part thereof, or any such guarantee. (b) Each Subordinated Intercompany Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Intercompany Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of any rights or remedies under the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Intercompany Lender hereby waives any right it may have to compel the Issuerany Senior Lender, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien in any Collateral. (c) Each Subordinated Intercompany Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations Indebtedness could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer Administrative Agent or any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Administrative Agent or any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any other document creating or governing any Senior Obligations or any transaction relating to the Collateral. Neither None of the Issuer nor Administrative Agent, the Senior Lenders or any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Debtor, any Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral, or any part thereof, or any such Guarantee. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of any rights or remedies under the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower Debtor or of any Offering Proceeds Note Guarantorother guarantor of the Senior Obligations, or their respective its businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s Debtors’ results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable each Subordinated Borrower Debtor or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except for any indemnification obligations of City pursuant to this Agreement, College covenants and agrees that City shall not be responsible for or liable to College for, and College hereby waives all rights against City and its Agents and releases City and its Agents from, any and all Claims relating to any injury, accident or death of any person or loss or damage to any property, in or about the maximum Pipeline Easement Area, from any cause whatsoever. Nothing herein shall relieve City from liability to the extent permitted caused by lawthe negligence or willful misconduct of City or its Agents, each Subordinated Lender waives but City shall not be liable under any claim it might have against circumstances for any consequential, incidental or punitive damages. City would not be willing to enter into this Agreement in the Issuer absence of a waiver of liability for consequential or incidental damages due to the acts or omissions of City or its agents, and College expressly assumes the risk with respect tothereto Accordingly, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the as a material part of the Issuer consideration for this Agreement, College fully RELEASES, WAIVES AND DISCHARGES forever any and all Claims, and covenants not to sue, City or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or Agents for any delay in doing so matters arising out of this Agreement or shall be under any obligation to take any other action whatsoever with regard the Pipeline Easement Area, except to the Offering Proceeds Note extent such Claims result from the negligence and willful misconduct of City or its Agents or the failure of City to perform its indemnification obligations pursuant to this Agreement. In connection with the foregoing release, College acknowledges that it is familiar with Section 1542 of the California Civil Code, which reads: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." College acknowledges that the releases contained herein include all known and unknown, disclosed and undisclosed, and anticipated and unanticipated claims. College realizes and acknowledges that it has agreed to this Agreement in light of this realization and, being fully aware of this situation, it nevertheless intends to waive the benefit of Civil Code Section 1542, or any part thereofstatute or other similar law now or later in effect. The releases contained herein shall survive any termination of this Agreement. (b) Each Subordinated LenderExcept for any indemnification obligations of College pursuant to this Agreement, City covenants and agrees that College shall not be responsible for itself or liable to City for, and on behalf of its successors and assigns, City hereby waives all rights against College and its agents and releases College and its Agents from, any and all now existing Claims relating to any injury, accident or hereafter death of any person or loss or damage to any property, in or about the Pipeline Easement Area, from any cause whatsoever. Nothing herein shall relieve College from liability to the extent caused by the negligence or willful misconduct of College or its Agents, but College shall not be liable under any circumstances for any consequential, incidental or punitive damages. College would not be willing to enter into this Agreement in the absence of a waiver of liability for consequential or incidental damages due to the acts or omissions of College or its agents, and City expressly assumes the risk with respect thereto. Accordingly, as a material part of the consideration for this Agreement, City fully RELEASES, WAIVES AND DISCHARGES forever any and all Claims, and covenants not to sue, College or its Agents for any matters arising rights out of this Agreement or the Pipeline Easement Area, except to the extent such Claims result from the negligence and willful misconduct of College or its Agents or the failure of College to perform its indemnification obligations pursuant to this Agreement. In connection with the foregoing release, City acknowledges that it may is familiar with Section 1542 of the California Civil Code, which reads: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." City acknowledges that the releases contained herein include all known and unknown, disclosed and undisclosed, and anticipated and unanticipated claims. City realizes and acknowledges that it has agreed to require the Issuer this Agreement in light of this realization and, being fully aware of this situation, it nevertheless intends to marshal assets for waive the benefit of such Subordinated LenderCivil Code Section 1542, or to otherwise direct the timing, order any statute or manner of any enforcement of the Offering Proceeds Noteother similar law now or later in effect. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives releases contained herein shall survive any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligationstermination of this Agreement. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender waives any claim it might have against the Issuer any Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Lender or its directors, officers, employeesemployees or agents (including, agents or affiliates without limitation, the Collateral Agent, the Administrative Agent, the Senior Secured Administrative Agent and the Senior Secured Collateral Agent) with respect to any exercise of rights or remedies under the Offering Proceeds Noteloan documents relating to the Senior Debt or any transaction relating to the Collateral. Neither the Issuer Lenders nor any of its their respective directors, officers, employees, employees or agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower, the [Issuer][Guarantor], or any of the Subsidiaries or the Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral or any part thereofthereof or any Guarantee. (b) Each The Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Lenders to marshal assets for the benefit of such the Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of Collateral or enforcement of loan documents relating to the Offering Proceeds NoteSenior Debt or the Senior Guarantee Obligations. The Issuer is Lenders are under no duty or obligation, and each the Subordinated Lender hereby waives any right it may have to compel the IssuerLenders, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior ObligationsDebt, or to enforce any Lien or Security Interest in any Collateral. (c) Each The Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations Debt could exercise. (d) Each The Subordinated Lender hereby waives any duty on the part of the Issuer Lenders to disclose to it the Subordinated Lender any fact known or hereafter known by the Issuer Lenders relating to the operation or financial condition of any Subordinated Borrower the Borrower, the [Issuer][Guarantor] or any Offering Proceeds Note Guarantor, or their respective businesses. Each The Subordinated Lender enters into this Agreement accepts the Subordinated [Note][Guarantee] based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations's, the [Issuer's][Guarantor's] and the Subsidiaries' financial condition and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower Borrower, the [Issuer][Guarantor] and the Subsidiaries or its results of operations, their financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Intercompany Lender waives any claim it might have against the Issuer Administrative Agent or any other Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Administrative Agent or its directors, officers, employees, agents any other Senior Lender or affiliates any Related Party of any of the foregoing with respect to any exercise of rights or remedies under the Offering Proceeds NoteCredit Documents in the absence of the gross negligence or wilful misconduct of such Person or its Related Parties (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction). Neither None of the Issuer nor Administrative Agent or any other Senior Lender or any Related Party of any of its respective directors, officers, employees, agents or affiliates the foregoing shall be liable to any Intercompany Lender for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee of the Collateral or any guarantee of any Obligation, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any such Intercompany Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral, or any part thereof, except to the extent such liability has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Person or its Related Parties. (ba) Each Subordinated Intercompany Lender, for itself and on behalf of its successors and assigns, hereby waives waives, to the extent permitted by applicable law, any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Intercompany Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of any rights or remedies under the Credit Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Intercompany Lender hereby waives waives, to the extent permitted by applicable law, any right it may have to compel the Issuerany Senior Lender, to pursue any Offering Proceeds Note Guarantor Intercompany Debtor or any other Person who Credit Party that may be liable for the Senior Obligations, or to enforce any Lien in any Collateral. (cb) Each Subordinated Intercompany Lender hereby waives waives, to the extent permitted by applicable law, and releases all rights which a guarantor or surety with respect to the Senior Obligations Indebtedness could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender Sublandlord will not be liable for, and Tenant releases Sublandlord and Sublandlord’s Agents from and waives any claim it might have against the Issuer with respect toall claims for, damage to person or arising out of, any action or failure to act property that Tenant or any error occupant of judgmentthe Building or Premises sustains resulting from: (a) any part of the Building or Premises or any equipment or appurtenances becoming out of repair which is not required to be maintained by Sublandlord, (b) any accident in or about the Building which is not the result of Sublandlord’s negligence, or mistake (c) directly or oversight whatsoever indirectly any act or neglect of Tenant, Tenant’s Agents, any occupant of the Building or of any other person, including Sublandlord and Sublandlord’s Agents. Subject to the foregoing sentence and subject to Section 6.5, the liability of Sublandlord and Sublandlord’s Agents for any injury, loss or damage to any person or property on or about the Premises will be limited to those directly and solely caused by the negligence, gross negligence or willful misconduct of Sublandlord or Sublandlord’s Agents. To the extent permitted by law, Tenant will not be liable for, and Sublandlord releases Tenant and Tenant’s Agents from and waives all claims for, damage to person or property that Sublandlord or any occupant of the Building or Premises sustains resulting from: (a) any part of the Issuer Building or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note Premises or any part thereof. equipment or appurtenances becoming out of repair which is not required to be maintained by Tenant, (b) Each Subordinated Lender, for itself and on behalf any accident in or about the Building which is not the result of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated LenderTenant’s negligence, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives directly or indirectly any act or neglect of Sublandlord, Sublandlord’s Agents, any occupant of the Building or of any other person, including Tenant and releases all rights which a guarantor or surety with respect Tenant’s Agents. Subject to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives foregoing sentence and subject to Section 6.5, the liability of Tenant and Tenant’s Agents for any duty injury, loss or damage to any person or property on or about the part of the Issuer Premises will be limited to disclose to it any fact known or hereafter known those directly and solely caused by the Issuer relating to the operation negligence, gross negligence or financial condition willful misconduct of any Subordinated Borrower Tenant or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated BorrowerTenant’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessAgents.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement, EACH PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING POSSESSION OR THE COLLATERAL AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH SUCH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and each Pledgor hereby further waives, to the maximum extent permitted by law, each Subordinated Lender waives : (a) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, direct result of the Collateral Agent’s gross negligence or arising out of, any action willful misconduct or failure to act act, in exercising its remedies hereunder, in a commercially reasonable manner; (b) all other requirements as to the time, place and terms of sale or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and each Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws unless such action or threatened action is not commercially reasonable. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorseach Pledgor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against such Pledgor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof. (b) Each Subordinated Lender, for itself from, through and on behalf of its successors and assigns, hereby waives under such Pledgor other than any and all now existing or hereafter arising rights it may have to require Collateral remaining after the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement occurrence of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior ObligationsTermination Date. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. Except as otherwise provided in this Agreement or prohibited by applicable law, (a) To THE DEBTORS HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE PURCHASER’S TAKING POSSESSION OR THE PURCHASER’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH SUCH DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, (b) the maximum Debtors hereby further waive, to the extent permitted by law: (i) all damages occasioned by such taking of possession except any damages which are determined by a final, each Subordinated Lender waives any claim it might non-appealable court order to have against been caused by the Issuer with respect toPurchaser’s gross negligence or willful misconduct; and (ii) all other requirements as to the time, place and terms of sale or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to the enforcement of the Purchaser’s rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and each Debtor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe Debtors therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Debtors and against any and all persons or entities claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under the Debtors. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteCredit Documents or any other document creating or governing any Senior Obligations. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee collateral or any guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any collateral upon the request of the Borrower or the Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note any collateral or any part thereofsuch guarantee. (b) Each The Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer any Senior Lender to marshal xxxxxxxx assets for the benefit of such the Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds Note[Collateral] or enforcement of the Credit Documents. The Issuer is Senior Lenders are under no duty or obligation, and each the Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each The Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each The Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer any Senior Lender relating to the operation or financial condition of any Subordinated the Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each The Subordinated Lender enters into this Subordination Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement, EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING POSSESSION OR THE COLLATERAL AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and each Grantor hereby further waives, to the maximum extent permitted by law, each Subordinated Lender waives : (i) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Collateral Agent’s gross negligence or its directorswillful misconduct; (ii) all other requirements as to the time, officers, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws to the fullest extent permitted by applicable law now or hereafter in effect. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe relevant Grantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the relevant Grantor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under the relevant Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, negligence or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteCredit Documents or any other document creating or governing any Senior Obligations. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee collateral or any guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any collateral upon the request of the Borrower or the Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note any collateral or any part thereofsuch guarantee. (b) Each The Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer any Senior Lender to marshal assets for the benefit of such the Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of remedies against any collateral or enforcement of the Offering Proceeds NoteCredit Documents. The Issuer is Senior Lenders are under no duty or obligation, and each the Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any collateral. (c) Each The Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each The Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer any Senior Lender relating to the operation or financial condition of any Subordinated the Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each The Subordinated Lender Xxxxxx enters into this Subordination Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business business, and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates Affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to the Collateral, with the exception of all such claims arising as a result of any Senior Lender’s gross negligence, bad faith or willful misconduct. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates Affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower or any Subordinated Lender or any other person or to take any other action whatsoever with regard to the Offering Proceeds Note Security Documents, including, without limitation, the Guarantee and Collateral Agreement, or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and permitted assigns, hereby waives (to the extent permitted by applicable law) any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives (to the extent permitted by applicable law) and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives (to the extent permitted by applicable law) any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, condition (financial condition or otherwise) and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, condition (financial condition or otherwise) or business.

Waiver of Claims. (a) To Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the maximum extent permitted by lawdate hereof have no defenses, each Subordinated Lender waives setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the Loan Documents, the administration or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part funding of the Issuer Loans or its directors, officers, employees, agents Letters of Credit or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. (b) Each Subordinated Lender, for itself and on behalf each of its successors Borrower and assignsGuarantors does hereby expressly waive, hereby waives release and relinquish any and all now existing such defenses, setoffs, claims, counterclaims and causes of action, if any. Ratification . Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement, the Guaranty and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement, the Guaranty and the other Loan Documents. Nothing in this Amendment or hereafter arising rights it any other document executed in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). This Amendment shall constitute a Loan Document. Counterparts . This Amendment may have be executed in any number of counterparts which shall together constitute but one and the same agreement. Miscellaneous . THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to require the Issuer to marshal assets for the benefit of such Subordinated Lenderthe parties hereto and their respective permitted successors, or successors-in-title and assigns as provided in the Credit Agreement. Amendments of Other Loan Documents . The Lenders authorized Agent to otherwise direct execute and deliver amendments to the timing, order or manner other Loan Documents as Agent deems appropriate contemporaneously with the execution and delivery of any enforcement this Amendment. Effective Date . This Amendment shall be deemed effective and in full force and effect (the “Effective Date”) upon confirmation by the Agent of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part satisfaction of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.following conditions:

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Intercompany Lender waives any claim it might have against the Issuer Administrative Agent or any other Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Administrative Agent or its directors, officers, employees, agents any other Senior Lender or affiliates any Related Party of any of the foregoing with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents in the absence of the gross negligence, wilful misconduct or breach in bad faith of such Person's agreements under the Loan Documents (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment). Neither None of the Issuer nor Administrative Agent or any other Senior Lenders or any Related Party of any of its respective directors, officers, employees, agents or affiliates the foregoing shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee of the Collateral or any guarantee of any Secured Obligations, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Intercompany Debtor, any Intercompany Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral, or any part thereof, or any such guarantee. (b) Each Subordinated Intercompany Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Intercompany Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of any rights or remedies under the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Intercompany Lender hereby waives any right it may have to compel the Issuerany Senior Lender, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien in any Collateral. (c) Each Subordinated Intercompany Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations Indebtedness could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement or in any other Financing Document, THE OPNY BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE OPMW ADMINISTRATIVE AGENT TAKING POSSESSION OR THE OPMW ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE OPNY BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the maximum OPNY Borrower hereby further waives, to the extent permitted by lawapplicable Requirements of Law: (i) all damages occasioned by such taking of possession except any damages which are the direct result of the gross negligence or willful misconduct of the OPMW Administrative Agent, each Subordinated Lender waives any claim it might have against the Issuer with respect toOPMW Lender, or arising out ofany Person acting on its behalf or instruction; (ii) all other requirements as to the time, any action place and terms of sale or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to any exercise the enforcement of the OPMW Administrative Agent's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents moratorium now or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay hereafter in doing so or shall be force under any obligation applicable Requirement of Law in order to take prevent or delay the enforcement of this Agreement (including any right to claim that such enforcement should be stayed pending the outcome of any other action whatsoever with regard or proceeding (including any arbitration proceeding)) or the absolute sale of the Assignment Collateral or any portion thereof, and the OPNY Borrower, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such applicable Requirements of Law. To the extent permitted under applicable Requirements of Law, any sale of, or the grant of options to purchase, or any other realization upon, any Assignment Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Offering Proceeds Note OPNY Borrower therein and thereto, and shall be a perpetual bar both at law and in equity against the OPNY Borrower and against any and all Persons claiming or attempting to claim the Assignment Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the OPNY Borrower. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To As a material inducement to the maximum extent permitted by lawPurchaser’s willingness to enter into and perform this Agreement and to purchase the Companies Shares for the consideration to be paid to the Selling Shareholders in connection with such purchase, each Subordinated Lender waives Selling Shareholder, on behalf of such Selling Shareholder and each of the Affiliates thereof hereby releases and forever discharges, effective as of the respective Closing, the respective Company including its office holders in which it owns shares and each of its past, present and future Representatives (excluding agents, attorneys, accountants, advisors and investment bankers) and office holders (individually, a "Releasee" and collectively, "Releasees") from any claim it might and all Proceedings, Contracts and Liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each Selling Shareholder or any of its Representatives (excluding agents, attorneys, accountants, advisors and investment bankers) now has, has ever had or may hereafter have against the Issuer respective Releasees arising contemporaneously with or prior to the respective Closing Date, including, but not limited to, any rights to indemnification or reimbursement from the respective Company, whether pursuant to their respective Charter Documents, Contract or otherwise and whether or not relating to claims pending on, or asserted after, the respective Closing Date, except to the extent such claim is accrued prior to the respective Closing Date; provided, however, that nothing contained herein shall operate to release any obligation of the Purchaser or Parent arising under this Agreement and provided further that such releases will not apply with respect to: (i) claims by any Selling Shareholder solely in his capacity as a director or as an office holder of the respective Company for indemnification with respect to third party claims against such Selling Shareholder solely in his capacity as a director or as an office holder of such Company, pursuant to the terms of such Selling Shareholder's indemnification agreement; and (ii) any claim of an office holder under any of his or her employment terms with the Company. Each Selling Shareholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or arising out ofcommencing, instituting or causing to be commenced, any action Proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. Without limitation of the foregoing, each Selling Shareholder agrees, effective as of respective Closing, to terminate any and all Contracts by and between the respective Company in which it holds shares and any such Selling Shareholder (other than (i) to the extent any such Contract assigns rights to Intellectual Property to such Company, (ii) officers and directors indemnification agreements to the extent such Selling Shareholder is a director or failure an office holder in the respective Company, (iii) officers employment agreements without any remaining Liability of such Company and to act or repay and discharge any error Liability of judgmentthe Selling Shareholder to such Company and each Company hereby agrees, negligenceeffective as of respective Closing, or mistake or oversight whatsoever to terminate any and all Contracts by and between such Company and any such Selling Shareholder, except to the extent any such Contract assigns rights to Intellectual Property to such Company, without any obligation on the part of such Company to make any royalty or other payments after the Issuer or its directorsrespective Closing, officers, employees, agents or affiliates with respect which assignment shall survive such termination. For the purpose of this Section 7.07 all Releasees that are not parties to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates this Agreement shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement deemed as third party beneficiaries of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior ObligationsSelling Shareholders' undertakings hereunder. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates Affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to the Collateral. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates Affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower or any Subordinated Lender or any other person or to take any other action whatsoever with regard to the Offering Proceeds Note Security Documents, including, without limitation, the Guarantee and Collateral Agreement, or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, condition (financial condition or otherwise) and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, condition (financial condition or otherwise) or business.

Waiver of Claims. (a) To Borrower for itself and the maximum extent permitted by lawGuarantors acknowledges, each Subordinated Lender waives represents and agrees that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the “Loan Documents” (as defined in the Existing Credit Agreement and this Agreement), the administration or funding of the “Loans” or the “Letters of Credit” (as such terms are defined in the Existing Credit Agreement and this Agreement), or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. Lender (b) Each Subordinated Lenderwhether under the Existing Credit Agreement, for itself this Agreement or any of such “Loan Documents”), and on behalf each of its successors Borrower and assignsGuarantors does hereby expressly waive, hereby waives release and relinquish any and all now existing or hereafter arising rights it such defenses, setoffs, claims, counterclaims and causes of action, if any, that they may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement as of the Offering Proceeds Notedate hereof. §37. CONSENT TO AMENDMENT AND RESTATEMENT; EFFECT OF AMENDMENT AND RESTATEMENT . Pursuant to §27 of the Existing Credit Agreement, KeyBank as the Agent under the Existing Credit Agreement and each Lender hereby consents to the amendment and restatement of the Existing Credit Agreement pursuant to the terms of this Agreement and the amendment or amendment and restatement of the other “Loan Documents” (as defined in the Existing Credit Agreement), and by execution hereof the Lenders authorize the Agent to enter into such agreements. On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement, except as specifically set forth herein, shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement. The Issuer is parties hereto acknowledge and agree that this Agreement does not constitute a novation or termination of the “Obligations” under no duty or obligationthe Existing Credit Agreement, which remain outstanding as of the Closing Date. All interest and each Subordinated Lender hereby waives any right it may have to compel fees accrued and unpaid under the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may Existing Credit Agreement as of the date of this Agreement shall be liable for due and payable in the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect amount determined pursuant to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty Existing Credit Agreement for periods prior to the Closing Date on the part of the Issuer to disclose to it any fact known next payment date for such interest or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into fee set forth in this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessAgreement.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, waives any claim it might have against the Issuer any Secured Party with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Secured Party or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to any assets or property securing the Senior Obligations. Neither the Issuer Secured Parties nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee assets or property securing the Senior Obligations or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any assets or property securing the Senior Obligations upon the request of the Borrower or the Subordinated Holder Representative or any other person or to take any other action whatsoever with regard to any documents relating to any assets or property securing the Offering Proceeds Note or any part thereofSenior Obligations. (b) Each The Subordinated LenderHolder Representative, for itself and on behalf of its the Subordinated Holders and their respective successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Secured Parties to marshal assets for the benefit of such the Subordinated LenderHolders, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of any assets or property securing the Senior Obligations or enforcement of the Offering Proceeds NoteLoan Documents. The Issuer is Secured Parties are under no duty or obligation, and each the Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, hereby waives any right it may have to compel the IssuerSecured Parties, to pursue any Offering Proceeds Note Guarantor guarantor or other Person person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any assets or property securing the Senior Obligations. (c) Each The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, hereby waives any duty on the part of the Issuer Secured Parties to disclose to it any fact known or hereafter known by the Issuer Secured Parties relating to the operation or financial condition of any Subordinated the Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each The Subordinated Lender Holder Representative enters into this Agreement on behalf of the Subordinated Holders based solely upon its the independent knowledge of the applicable Subordinated Holders of the Borrower’s results of operations, condition (financial condition or otherwise) and business and such the Subordinated Lender assumes Holder Representative and Subordinated Holders assume full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, condition (financial condition or otherwise) or business.

Waiver of Claims. Except as otherwise provided in this Agreement, THE ISSUER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OF JUDICIAL HEARING IN CONNECTION WITH ANY OF THE SECURED PARTIES TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICES AND HEARINGS FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY STATE, and, to the full extent permitted by applicable law, the Issuer hereby further waives: (a) To all damages occasioned by such taking of possession except any damages which are the maximum extent permitted direct result of the Secured Parties' negligence, bad faith or willful misconduct; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Secured Parties' rights and powers hereunder; and (c) all right or equity of redemption and all rights of appraisement, valuation, stay, marshalling of assets, extension or moratorium, existing at law or in equity, by lawstatute or otherwise, each Subordinated Lender now or hereafter in force, in order to prevent or delay the enforcement of this Agreement or the sale or other disposition of the Collateral or any portion thereof, and the Issuer, for itself and all who may claim under it, insofar as it now or hereafter lawfully may, hereby waives all such rights or equities. Any sale of, or the exercise of any options to purchase, or any other realization upon, the Collateral shall operate to divest all right, title, interest, claim it might have and demand, at law or in equity, of the Issuer therein and thereto, and shall be a perpetual bar both at law and in equity against the Issuer with respect toand against any and all persons claiming or attempting to claim funds in the Collateral so sold, optioned or arising out ofrealized upon, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself through and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. BORROWER (ai) To _REPRESENTS THAN THEY HAVE NO DEFENSES TO OR SETOFFS AGAINST ANY indebtedness OR OTHER OBLIGATIONS OWING TO LENDER OR ITS AFFILIATES (THE OBLIGATIONS NOR CLAIMS AGAINST LENDER OR ITS AFFILILIATES FOR ANY MATTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, AND (iii RELEASE LENDER AND ITS AFFILIATES FROM ALL CLAIMS, CAUSES OF ACTION, AND COSTS, IN LAW OR EQUITY, EXISTING AS OF THE DATE OF THIS AGREEMENT WHICH BORROWER HAS OR MAY HAVE BY REASON OF ANY MATTER OF ANY CONCEIVABLE KIND OR CHARACTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, INCLUDING THE SUBJECT MATTER OF THIS AGREEMENT. THIS PROVISION SHALL NOT APPLY TO CLAIMS FOR PERFORMANCE OF EXPRESS CONTRACTUAL OBLIGATIONS OWING TO BORROWER BY LENDER OR ITS AFFILIATES. BORROWING BASE CERTIFICATE. Upon Borrower's request for an initial advance under the maximum extent permitted by lawLine of Credit, each Subordinated and at any time that the Line of Credit has $500,000.00 balance or greater, and Borrower requests an advance, Borrower shall furnish to Lender waives any claim it might have against the Issuer with respect toa Borrowing Base Certificate. In addition, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever during such times as there is an outstanding balance owing on the part Line of Credit, Borrower shall furnish to Lender the Issuer or following: Borrowing Base Certificate. Borrower shall furnish to Lender a Borrowing Base Certificate certified by an authorized officer/employee of Borrower, within 30 days of each month end in form acceptable to Lender. DEFINITION OF NOTE. Note as referenced herein is hereby deleted in its directors, officers, employees, agents or affiliates entirety and replaced with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.following:

Waiver of Claims. Except as otherwise provided in this Agreement, PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE OPMW ADMINISTRATIVE AGENT TAKING POSSESSION OR THE OPMW ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and Pledgor hereby further waives: (ai) To all damages occasioned by such taking of possession except any damages which are the maximum direct result of the gross negligence or willful misconduct of either of the OPMW Administrative Agent or any Person acting on its behalf or instruction; (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the OPMW Administrative Agent's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any Requirements of Law in order to prevent or delay the enforcement of this Agreement (including any right to claim that such enforcement should be stayed pending the outcome of any other action or proceeding (including any arbitration proceeding)) or the absolute sale of the Collateral or any portion thereof, and Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Requirements of Law. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall, to the extent permitted by lawRequirements of Law, each Subordinated Lender waives any operate to divest all right, title, interest, claim it might have against the Issuer with respect toand demand, either at law or arising out ofin equity, any action or failure to act or any error of judgmentPledgor therein and thereto, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against Pledgor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under Pledgor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Security Agreement, EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE COMPANY AND ITS SUBSIDIARIES WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and each Grantor hereby further waives, to the maximum extent permitted by law, each Subordinated Lender waives : (a) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part sole and direct result of the Issuer Collateral Agent's gross negligence or its directorswillful misconduct as determined in a final, officersnon-appealable judgment of a court of competent jurisdiction; (b) all other requirements as to the time, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Collateral Agent's and the other Secured Parties' rights hereunder; (c) demand of performance or other demand, notice of intent to demand or accelerate, notice of acceleration presentment, protest, advertisement or notice of any kind to or upon any Grantor or any other Person; and (d) all rights of redemption, appraisement, valuation, diligence, stay, extension or moratorium now or hereafter in force under any applicable law in order to hinder, prevent or delay the enforcement of this Security Agreement or the absolute sale of the Collateral or any portion thereof and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws. To the extent permitted by applicable law, any sale of, or the exercise of rights any options to purchase, or remedies under the Offering Proceeds Note. Neither the Issuer nor any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, at law or in equity, of its respective directorseach Grantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against each Grantor and against any and all persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, through and under each Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement, THE ASSIGNOR hereby waives, TO THE EXTENT PERmitTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARINg IN connection with the maximum security agent's DISPOSITION OF ANY OF THE COllATERAL., INCLUDING, WITHOUT LimitATION, ANY AND ALL PRIOR NOTICE AND heARING FOR any prejudgment remedy or remedies AND ANY SUCH RIGHT WHICH the ASSIGNOR WOUld OtheRWISe HAVE UNDER the CONSTITUTION or any statutes of the united states or of any state, and the Assignor hereby further waives, to the extent permitted by law: (i) All requirements as to the time, each Subordinated Lender waives any claim it might have against the Issuer with respect to, place and terms of sale or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to the enforcement of the Security Agent's rights hereunder; and (ii) All rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law In order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any Exhibit 10.103 portion thereof, and the Assignor, for itself and all who may claim under it, insofar as it now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws. Neither Any sale of, or the Issuer nor grant of options to purchase, or xxx other realization upon, any Collateral shall operate to divest all right, fide, interest, claim and demand, either at law or in equity, of its respective directorsthe Assignor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Assignor and against any and all Persons claiming or attempting g to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under the Assignor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, The Assignor hereby waives any and all now existing Claims for damages or hereafter arising rights otherwise which it may have against the Security Agent for any acts the Security Agent may take as Security Agent hereunder pursuant to require the Issuer direction of the Lender, the Agent or the Collateral Agent. In the event that a dispute should arise over whether any item of the Collateral is subject to marshal assets for the benefit rights of a third party, the Security Agent agrees, at the request of the Lender, the Agent or the Collateral Agent, to deliver such Collateral to the Lender, the Agent or the Collateral Agent, as the case may be, or its designee, and the Assignor agrees, to hold the Security Agent harmless in respect of claim of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligationsthird parties arising from such delivery. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED CREDITOR'S TAKING POSSESSION OR THE SECURED CREDITOR'S DISPOSITION OF ANY OF THE SECURITY AGREEMENT COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND GRANTOR HEREBY FURTHER WAIVES, TO THE EXTENT PERMITTED BY LAW: (a) To all damages occasioned by such taking of possession except any damages which are the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Secured Creditor's gross negligence or its directorswillful misconduct; (b) all other requirements as to the time, officers, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Secured Creditor's rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Security Agreement Collateral or any portion thereof, and Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Security Agreement Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe Grantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against Grantor and against any and all Persons claiming or attempting to demandclaim the Security Agreement Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement, GUARANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE AGENT’S OR ANY LENDER’S TAKING POSSESSION OF OR DISPOSING OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH ANY GUARANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and Guarantor hereby further waives, to the maximum extent permitted by law, each Subordinated Lender waives : (a) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Agent’s or its directorsLender’s gross negligence or willful misconduct; (b) all other requirements as to the time, officers, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Agent’s or Lender’s rights hereunder, except as expressly provided herein; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and Guarantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsGuarantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against Guarantor and against any and all persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under Guarantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the maximum extent permitted by lawdate hereof have no defenses, each Subordinated Lender waives setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the Loan Documents, the administration or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part funding of the Issuer Loans or its directors, officers, employees, agents Letters of Credit or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. (b) Each Subordinated Lender, for itself and on behalf each of its successors Borrower and assignsGuarantors does hereby expressly waive, hereby waives release and relinquish any and all now existing such defenses, setoffs, claims, counterclaims and causes of action, if any. Ratification . Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement and the other Loan Documents. Nothing in this Amendment or hereafter arising rights it any other document executed in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). This Amendment shall constitute a Loan Document. Counterparts . This Amendment may have be executed in any number of counterparts which shall together constitute but one and the same agreement. Miscellaneous . THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to require the Issuer to marshal assets for the benefit of such Subordinated Lenderthe parties hereto and their respective permitted successors, or successors-in-title and assigns as provided in the Credit Agreement. Amendments of Other Loan Documents . The Lenders authorized Agent to otherwise direct execute and deliver amendments to the timing, order or manner other Loan Documents as Agent deems appropriate contemporaneously with the execution and delivery of any enforcement this Amendment. Effective Date . This Amendment shall be deemed effective and in full force and effect (the “Effective Date”) upon confirmation by the Agent of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part satisfaction of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.following conditions:

Waiver of Claims. Except as otherwise provided in this Pledge Agreement, THE COMPANY HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OF JUDICIAL HEARING IN CONNECTION WITH THE TRUSTEE'S TAKING POSSESSION OR THE TRUSTEE'S DISPOSITION OF ANY OF THE PLEDGED COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICES AND HEARINGS FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT IT WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and, to the full extent permitted by applicable law, the hereby further waives: (a) To all damages occasioned by such taking of possession except any damages which are the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against direct result of the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, Trustee's gross negligence, bad faith or mistake willful misconduct; (b) all other requirements as to the time, place and terms of sale or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to the enforcement of the Trustee's rights and powers hereunder; and (c) all rights of redemption, appraisement, valuation, stay, marshalling of assets, extension or moratorium, existing at law or in equity, by statute or otherwise, now or hereafter in force, in order to prevent or delay the enforcement of this Pledge Agreement or the sale or other disposition of the Pledged Collateral or any portion thereof, and the Company, for itself and all who may claim under it, insofar as it now or hereafter lawfully may, hereby waives all such rights. Any sale of, or exercise of rights any options to purchase, or remedies under any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, at law or in equity, of the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsCompany therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Company and against any and all persons claiming or attempting to demandclaim the Pledged Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, through and under the Company. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ---------------- EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE SECURITY AGREEMENT COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH SUCH GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND EACH GRANTOR HEREBY FURTHER WAIVES, TO THE EXTENT PERMITTED BY LAW: (a) To all damages occasioned by such taking of possession except any damages which are the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Collateral Agent's gross negligence or its directorswillful misconduct; (b) all other requirements as to the time, officers, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Collateral Agent's rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Security Agreement Collateral or any portion thereof, and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Security Agreement Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe relevant Grantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against such Grantor and against any and all Persons claiming or attempting to demandclaim the Security Agreement Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under such Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. In consideration of acceptance of this entry and being granted the benefits of such entry, which consideration I acknowledge is valuable and is sufficient to induce me to submit this request for entry as a competitor, I, FOR MYSELF, AND ON BEHALF OF MY EXECUTORS, ADMINISTRATORS, HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, GIVE UP FOREVER ANY AND ALL CLAIMS OF ANY NATURE, TO INCLUDE BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURIES TO MYSELF OR MY OWN DEATH, OR PROPERTY DAMAGE, WHICH I MAY HAVE NOW OR HAVE IN THE FUTURE AGAINST (ainsert legal name of camp organization below) To the maximum extent permitted by law, each Subordinated Lender waives I fully understand and agree that I am waiving any claim it might of any nature which I may have against by virtue of any act of negligence arising in the Issuer with respect to, future by any commission or arising out of, omission of any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Released Parties, and that the consideration for this waiver is the permission by the sponsoring or its directorspresenting bodies of the aforementioned camp allowing me to compete in the said camp and that such permission is being granted me in reliance upon this Waiver of Claims, officersAssumption of Liability, employeesand Indemnity Agreement (together, agents or affiliates with respect this “Agreement”) as set forth in this registration form. I further agree to any exercise of rights or remedies under assume full responsibility for and to hold the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself aforementioned entities and on behalf of its successors persons free and assigns, hereby waives harmless from any and all now existing or hereafter arising rights it may have legal obligations for damages to require the Issuer to marshal assets for the benefit of such Subordinated Lenderpersonal property owned by, or injuries or death suffered by any spectator or participant or personnel of the aforementioned entities, or by any other person or entity that may be caused, directly or indirectly, in whole or in part, by the negligence or other wrongful conduct of either myself or any member of my crew during the course of the above-named soaring camp; provided, however, that to otherwise direct the timing, order or manner extent of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, valid and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect collectible liability insurance otherwise applicable to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part participation of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower myself or any Offering Proceeds Note Guarantormember of my crew in the aforementioned camp, if such insurance excludes coverage as to liability assumed by me under any contract or their respective businesses. Each Subordinated Lender enters into agreement, then, in that event and to that extent only, it is expressly understood and agreed that I assume no liability by virtue of this Agreement based solely upon its independent knowledge agreement (including any indemnity I provide by this Agreement) that I would not have in the absence of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessthis Agreement.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates Affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to the Collateral. Neither None of the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates Affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower, any of its subsidiaries, any guarantor of the Obligations, any Subordinated Lender or any other person or to take any other action whatsoever with regard to the Offering Proceeds Note Security Documents, including, without limitation, the Guarantee and Collateral Agreement, or any part thereof. (b) Each To the extent permitted by applicable law, each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives waives, to the extent permitted by applicable law, any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor Subordinated Borrower, any of its subsidiaries, any guarantor or other Person person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect waives, to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives extent permitted by applicable law, any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower Borrower, any of its subsidiaries or any Offering Proceeds Note Guarantorguarantor of the Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, condition (financial condition or otherwise) and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower Borrower, any of its subsidiaries, any guarantor of the Obligations or its their respective results of operations, condition (financial condition or otherwise) or business.

Waiver of Claims. (a) To Borrower and Guarantor acknowledge, represent and agree that Borrower and Guarantor as of the maximum extent permitted by lawdate hereof have no defenses, each Subordinated Lender waives setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the Loan Documents, the administration or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part funding of the Issuer Loans or its directors, officers, employees, agents or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. (b) Each Subordinated Lender, for itself and on behalf each of its successors Borrower and assignsGuarantor does hereby expressly waive, hereby waives release and relinquish any and all now existing such defenses, setoffs, claims, counterclaims and causes of action, if any. Ratification . Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement, the Guaranty and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement, the Guaranty and the other Loan Documents. Nothing in this Amendment or hereafter arising rights it any other document executed in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantor under the Loan Documents (including without limitation the Guaranty). This Amendment shall constitute a Loan Document. Counterparts . This Amendment may have be executed in any number of counterparts which shall together constitute but one and the same agreement. Miscellaneous . THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to require the Issuer to marshal assets for the benefit of such Subordinated Lenderthe parties hereto and their respective permitted successors, or to otherwise direct successors-in-title and assigns as provided in the timing, order or manner of any enforcement Credit Agreement. Effective Date . This Amendment shall be deemed effective and in full force and effect (the “Effective Date”) upon confirmation by the Agent of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part satisfaction of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.following conditions:

Waiver of Claims. (a) To Section 18.01 Other than to the maximum extent permitted by law, each Subordinated Lender waives of any claim it might have against the Issuer with respect tofor a breach of a representation, warranty or arising out of, any action covenant contained in a Stock Purchase Agreement delivered by a Selling Stockholder or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. this Agreement by a Key Holder (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit avoidance of such Subordinated Lenderdoubt, or to otherwise direct excluding the timingCompany), order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender Purchaser hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. fullest extent permitted by law each Selling Stockholder and their respective successors, assigns, heirs, trustees, executors, representatives, agents, attorneys, members, managers, officers, directors and estates (dthe “Selling Stockholder Released Parties”) Each Subordinated Lender from and against any claims, whether known or unknown and whether at law or in equity, arising from or related to the transactions contemplated by this Agreement, including any claim against the Company for any breach of this Agreement, any representation or warranty contained herein, or for the violation of any covenant contained herein (a “Company Matter”). The Purchaser hereby waives unconditionally and irrevocably agrees that it will not xxx or initiate any duty other action against any Selling Stockholder Released Party on the part basis of any Company Matter (for the Issuer avoidance of doubt excluding any breach of a representation, warranty or covenant contained in a Stock Purchase Agreement delivered by a Selling Stockholder or in this Agreement by a Key Holder). If the Purchaser violates the foregoing covenant, the Purchaser agrees to disclose pay, in addition to it such other damages as any fact known Selling Stockholder Released Party may sustain as a result of such violation, all reasonable and documented attorneys’ fees and costs incurred by such Selling Stockholder Released Party as a result of such violation. Without limiting the foregoing, the Purchaser acknowledges and agrees that all representations, warranties, covenants or hereafter known other agreements made by the Issuer relating Company hereunder are made solely by the Company, and the Purchaser shall have no recourse against any Selling Stockholder Released Party in respect thereof. The Purchaser and the Company hereby agree that each Selling Stockholder Released Party is an express third party beneficiary of this Article XVIII and may enforce such Article XVIII as if a party to this Agreement. This Article XVIII shall survive any termination or expiration of this Agreement. Notwithstanding anything to the operation contrary, nothing in this Article XVIII shall waive or financial condition release, or otherwise affect Purchaser’s rights in respect of any Subordinated Borrower claims against the Company or the Company’s rights in respect of any Offering Proceeds Note Guarantor, or their respective businessesclaims against the Purchaser. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.​ ​

Waiver of Claims. (a) To SUBJECT TO THE TERMS HEREOF, THE DEBTOR AND EACH SUBSIDIARY HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY'S TAKING POSSESSION OR THE SECURED PARTY'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT THE DEBTOR AND EACH SUBSIDIARY WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the maximum Debtor and each Subsidiary hereby further waives, to the extent permitted by law, (a) all damages occasioned by such taking of possession except any damages that are determined by a final, each Subordinated Lender waives any claim it might non-appealable court order to have against been caused by the Issuer with respect toSecured Party's gross negligence or willful misconduct; (b) all other requirements as to the time, place and terms of sale or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to the enforcement of the Secured Party's rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and the Debtor and each Subsidiary, for themselves and all who may claim under them, insofar as they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe Debtor or the applicable Subsidiary therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Debtor or the applicable Subsidiary and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof. (b) Each Subordinated Lender, for itself from, through and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require under the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower Debtor or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessSubsidiary.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates Affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower or any Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral Documents, including, without limitation, the Security Agreement, or any part thereof. (b) Each Subject to any applicable law, each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents. The Issuer is under no duty or obligation, and each Each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, condition (financial condition or otherwise) and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, condition (financial condition or otherwise) or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement, THE GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE LENDER'S TAKING POSSESSION OR THE LENDER'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the maximum Grantor hereby further waives, to the extent permitted by law, each Subordinated Lender waives : (i) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Lender's gross negligence or its directorswillful misconduct, officersas determined by a final non-appealable judgment of a court of competent jurisdiction; (ii) all other requirements as to the time, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Lender's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and the Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws to the fullest extent permitted by applicable law now or hereafter in effect. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe Grantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Grantor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under the Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To The payments and agreements set forth in the maximum extent permitted Agreement are in full satisfaction of any and all accrued salary, vacation pay, bonus pay, profit-sharing, termination benefits or other compensation to which Employee may be entitled by law, each Subordinated Lender waives any claim it might have against the Issuer virtue of his employment with respect to, KANA or arising out of, any action or failure to act or any error his termination of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Noteemployment. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself Employee hereby releases and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it claims he may have to require the Issuer to marshal assets against KANA or any of its officers, directors, employees, managers, shareholders, partners, agents, attorneys, parent corporations, subsidiaries, successors, and assigns, including without limitation claims for the benefit of such Subordinated Lender, any additional compensation or to otherwise direct the timing, order or manner of any enforcement benefits arising out of the Offering Proceeds Notetermination of his employment, any claims for any additional stock or stock options and any claims of wrongful termination, breach of contract or discrimination under state or federal law. The Issuer is under Employee hereby expressly waives any benefits of Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Employee understands that various federal, state and local laws prohibit age, sex, race, disability, benefits, pension, health and other forms of discrimination and that these laws can be enforced through the U.S. Equal Employment Opportunity Commission, California state and local human rights agencies and federal and state courts. Employee understands that if he believes his treatment by KANA was discriminatory, he has had the right to consult with these agencies and to file a charge with them or file a lawsuit. Employee states and confirms he has filed no duty Charges or obligationClaims with any state or federal agency or any other body, institution or tribunal. Employee has decided voluntarily to enter into this Agreement, and each Subordinated Lender hereby waives waive the right to recover any right it amounts to which he may have to compel been entitled under such laws, including, but not limited to: the IssuerAge Discrimination in Employment Act, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for 29 U.S.C. § 621 et seq. (as amended by the Senior ObligationsOlder Workers’ Benefit Protection Act, 29 U.S.C. § 626(f); the California Fair Employment and Housing Act, California Government Code § 12900 et seq. ; the Employee Retirement Income Security Act (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exerciseERISA), 29 U.S.C. § 1001 et seq. (d) Each Subordinated Lender hereby waives any duty on the part ; Title VII of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition Civil Rights Act of any Subordinated Borrower or any Offering Proceeds Note Guarantor1964, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition 42 U.S.C. § 2000e et seq.; and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business42 U.S.C. § 1981.

Waiver of Claims. In return for the benefits conferred by this Agreement and other related events, Ward, on behalf of himself and his marital community, heirs, executorx, xdministrators and assigns, hereby releases in full, and forever discharges, acquits, and holds harmless, the Company, including any of the Company's past or present parent, subsidiary or otherwise affiliated (athrough common ownership to any extent or otherwise) To the maximum extent permitted by lawcorporations, each Subordinated Lender waives any claim it might have against the Issuer with respect topartnerships, or arising out ofother business enterprises, any action and all of its or failure to act their past or any error of judgmentpresent affiliates, negligencerelated entities, or mistake or oversight whatsoever on the part of the Issuer or its partners, subsidiaries, predecessors, successors, assigns, directors, officers, employeesattorneys, accountants, representatives, agents or affiliates and employees (these entities/persons together with respect the Company are collectively referred to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsas "Associated Persons"), officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives from any and all claims, disputes, suits, demands, causes of action, liabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that Ward may possess, whether known or unknown, which may now existing exist or hexxxxter may be discovered, specifically including without limitation any and all Claims arising from or relating to Ward's relationship as a Director of the Company, provided that this xxxxxxe does not include any Claims arising under the express terms of this Agreement. This release shall not affect any rights he now has or may have in the future as a stockholder of the Company or any related or affiliated company or entity nor does it nor will it affect or include any rights he has to indemnification by the Company for claims against him by third parties, and such indemnification rights shall remain in full force and effect beyond the term of this Agreement. WARD ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE HE IS GIVING UX XXL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT HE MAY HAVE AGAINST THE COMPANY, INCLUDING ASSOCIATED PERSONS, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE AND THOSE RIGHTS PROVIDED HEREIN. Similarly, in return for the benefits conferred by this Agreement and other related events, the Company hereby releases in full, and forever discharges acquits, and holds harmless, Ward, from any and all claims, disputes, suits, demands, causes of acxxxx, liabilities, damages, expenses and obligations of every nature, character and kind (collectively "Claims") that the Company may possess, whether known or unknown, which may now exist or hereafter may be discovered, specifically including without limitation any and all Claims arising rights it may have from or relating to require the Issuer to marshal assets for the benefit of such Subordinated Lender, Ward's role or to otherwise direct the timing, order or manner of any enforcement status as a director and/or agent of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior ObligationsCompany. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To EXCEPT WITH RESPECT TO NOTICES EXPRESSLY REQUIRED UNDER THE CREDIT DOCUMENTS, EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S TAKING POSSESSION OR THE ADMINISTRATIVE AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and each Grantor hereby further waives, to the maximum extent permitted by law, each Subordinated Lender waives : (i) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Administrative Agent’s gross negligence or its directorswillful misconduct; (ii) all other requirements as to the time, officers, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Administrative Agent’s rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws to the fullest extent permitted by applicable law now or hereafter in effect. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe relevant Grantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the relevant Grantor and against any and all persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under the relevant Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Notwithstanding anything to the maximum extent permitted by lawcontrary set forth in this Agreement, each Subordinated Lender Party covenants and agrees that the other Party will not be responsible for or liable for, and hereby waives any claim it might have all rights against the Issuer other Party and its Agents and releases the other Party and its Agents from, any and all Claims relating to any injury, accident, or death of any person or loss or damage to any property, in or about the Access Easement Area or the Temporary Construction Easement Area, from any cause whatsoever, including the Unpermitted Utility Facilities, Geothermal Xxxxx, the removal and relocation of the Unpermitted Utility Facilities and closing of the Geothermal Xxxxx, and any other utility facilities discovered in the Access Easement Area or City Property. Nothing herein will relieve a Party from liability to the extent caused by the negligence or willful misconduct of such Party or its Agents or its failure to perform its obligations pursuant to this Agreement, but neither Party will be liable under any circumstances for any consequential, incidental, or punitive damages. City and College would not be willing to enter into this Agreement in the absence of a waiver of liability for consequential or incidental damages due to the acts or omissions of City, the College, or either of their Agents, and City and College each expressly assume the risk with respect tothereto. Accordingly, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the as a material part of the Issuer or its directorsconsideration for this Agreement, officerseach Party fully RELEASES, employeesWAIVES, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives AND DISCHARGES forever any and all now existing Claims, and covenants not to sue, the other Party or hereafter its Agents for any matters arising rights out of this Agreement, the Access Easement Area, or the Temporary Construction Easement Area, except to the extent such Claims result from the negligence and willful misconduct of the other Party or their Agents or the failure of a Party to perform or comply with its obligations under this Agreement. In connection with the foregoing release, each Party acknowledges that it may have is familiar with Section 1542 of the California Civil Code, which reads: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Party acknowledges that the releases contained herein include all known and unknown, disclosed and undisclosed, and anticipated and unanticipated claims. Each Party realizes and acknowledges that it has agreed to require the Issuer this Agreement in light of this realization and, being fully aware of this situation, it nevertheless intends to marshal assets for waive the benefit of such Subordinated LenderCivil Code Section 1542, or to otherwise direct the timing, order any statute or manner of any enforcement of the Offering Proceeds Noteother similar law now or later in effect. The Issuer is under no duty releases contained herein will survive any termination or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part extinguishment of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of or the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businesseasements granted hereunder.

Waiver of Claims. (a) To Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the maximum extent permitted by lawdate hereof have no defenses, each Subordinated Lender waives setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the Loan Documents, the administration or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part funding of the Issuer Loans or its directors, officers, employees, agents Letters of Credit or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. (b) Each Subordinated Lender, for itself and on behalf each of its successors Borrower and assignsGuarantors does hereby expressly waive, hereby waives release and relinquish any and all now existing such defenses, setoffs, claims, counterclaims and causes of action, if any. Ratification . Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement and the other Loan Documents. Nothing in this Amendment or hereafter arising rights it any other document executed in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). This Amendment shall constitute a Loan Document. Counterparts . This Amendment may have be executed in any number of counterparts which shall together constitute but one and the same agreement. Miscellaneous . THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to require the Issuer to marshal assets for the benefit of such Subordinated Lenderthe parties hereto and their respective permitted successors, or to otherwise direct successors-in-title and assigns as provided in the timing, order or manner Credit Agreement. Amendments of any enforcement of the Offering Proceeds NoteOther Loan Documents . The Issuer is under no duty or obligation, Lenders authorized Agent to execute and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect deliver amendments to the Senior Obligations could exerciseother Loan Documents as Agent deems appropriate contemporaneously with the execution and delivery of this Amendment. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement or in any other Financing Document, THE GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE OPNY ADMINISTRATIVE AGENT TAKING POSSESSION OR THE OPNY ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the maximum Grantor hereby further waives, to the extent permitted by lawapplicable Requirements of Law: (i) all damages occasioned by such taking of possession except any damages which are the direct result of the gross negligence or willful misconduct of the OPNY Administrative Agent, each Subordinated Lender waives any claim it might have against the Issuer with respect toOPNY Lender, or arising out ofany Person acting on its behalf or instruction; (ii) all other requirements as to the time, any action place and terms of sale or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to any exercise the enforcement of the OPNY Administrative Agent's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents moratorium now or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay hereafter in doing so or shall be force under any obligation applicable Requirement of Law in order to take prevent or delay the enforcement of this Agreement (including any right to claim that such enforcement should be stayed pending the outcome of any other action whatsoever with regard or proceeding (including any arbitration proceeding)) or the absolute sale of the Assignment Collateral or any portion thereof, and the Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such applicable Requirements of Law. To the extent permitted under applicable Requirements of Law, any sale of, or the grant of options to purchase, or any other realization upon, any Assignment Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Offering Proceeds Note Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against the Grantor and against any and all Persons claiming or attempting to claim the Assignment Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to the Collateral. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower or any Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral Agreement or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s ’s, results of operations, financial condition and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its its, results of operations, financial condition or business.

Waiver of Claims. EXCEPT AS OTHERWISE PROVIDED IN THIS ---------------- AGREEMENT, (aA) To EACH DEBTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE LENDER'S TAKING POSSESSION OR THE LENDER'S DISPOSITION OF ANY OF THE PERSONAL PROPERTY COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH SUCH DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND (B) EACH DEBTOR HEREBY FURTHER WAIVES, TO THE EXTENT PERMITTED BY LAW: (i) all damages occasioned by such taking of possession except any damages which are determined by a final, non-appealable court order to have been caused by the maximum extent permitted by lawLender's gross negligence or willful misconduct; (ii) all other requirements as to the time, each Subordinated Lender waives any claim it might have against the Issuer with respect to, place and terms of sale or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to the enforcement of the Lender's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Personal Property Collateral or any portion thereof, and each Debtor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws. Neither Any sale of any Personal Property Collateral properly completed in accordance with applicable law or the Issuer nor grant of options to purchase, or any other realization upon, any Personal Property Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe relevant Debtor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against such Debtor and against any and all Persons claiming or attempting to demandclaim the Personal Property Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under such Debtor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Tenant acknowledges that Landlord, in connection with Landlord’s activities under this Article 19, may, among other things, erect scaffolding or other necessary structures in the maximum extent permitted by lawPremises and/or the Project, each Subordinated Lender waives any claim it might have against limit or eliminate access to portions of the Issuer with respect toProject, including portions of the Common Areas, or perform work in the Premises and/or the Project, which work may create noise, dust, vibration, odors or leave debris in the Premises and/or the Project. Landlord shall use commercially reasonable efforts to minimize any interference with the operation of Tenant’s business at the Premises to the extent reasonably practicable during any entry by Landlord or Landlord’s agents, employees, and contractors upon the Premises. Without limiting the generality of Section 15 above and Landlord’s obligation to use such commercially reasonable efforts to minimize such interference, so long as Tenant has access to the Premises at all times, Tenant hereby agrees that Landlord’s activities under this Article 19 shall in no way constitute an actual or constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Without limiting Section 15 above, Section 22.2 below or Landlord’s obligation to use commercially reasonable efforts to minimize any interference with the operation of Tenant’s business at the Premises to the extent reasonably practicable as set forth above, so long as Tenant has access to the Premises at all times and Tenant’s use of the Premises has not been unreasonably diminished, Landlord shall not be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising out offrom Landlord’s activities under this Article 19, nor shall Tenant be entitled to any action compensation or failure to act damages from Landlord for loss of the use of the whole or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Premises or its directorsloss of use of Tenant’s personal property or improvements resulting from Landlord’s activities hereunder, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so inconvenience or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note annoyance occasioned by such activities, unless such damages were caused by Landlord’s gross negligence or any part thereofwillful misconduct. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer Landlord nor any of its respective directors, officers, employees, agents or affiliates Tenant shall be liable for failure to demand, collect the other or realize upon to any Offering Proceeds Note Guarantee insurance company (by way of subrogation or otherwise) insuring the other party for any delay loss or damage to any building, structure, or other tangible property, or any resulting loss of income, or losses under worker’s compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees if, and to the extent, that any such loss or damage is covered by insurance (other than self-insurance) benefiting the party suffering such loss or damage or was required to be covered by insurance (other than self-insurance) pursuant to this Section 7. The provisions of this Section 7 shall prevail over any conflicting provision in doing so or the Lease, it being the intention of Landlord and Tenant that wherever applicable the waiver of subrogation contained in this Section 7 shall take precedence over any other provision providing for the liability of one party to the other. SURRENDER OF LEASED PREMISES; TITLE TO BUILDINGs. Title to the Buildings shall be under any obligation and remain in the name of Tenant until the expiration of the Lease Term, unless this Lease shall be terminated sooner as herein provided, and during the Lease Term, Tenant alone shall be entitled to, and responsible for, all of the attributes of ownership, including, without limitation, the tax attributes, the right to take any claim depreciation or cost recovery deductions and the right to claim the low-income housing tax credit described in Section 42 of the Internal Revenue Code of 1986, as amended, as well as all other action whatsoever with regard benefits for federal income tax purposes. Upon the expiration of this Lease, title to the Offering Proceeds Note or Buildings shall automatically vest in Landlord. Tenant and any part thereof. (b) Each Subordinated Lender, for itself parties occupying the Leased Premises shall quit and on behalf of its successors surrender the Leased Premises and assigns, hereby waives any the improvements left thereon to Landlord broom clean and in good condition and repair. Tenant shall also execute all now existing or hereafter arising rights it may have legal instruments necessary to require document the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement transfer of the Offering Proceeds NoteBuildings. The Issuer is Tenant’s obligations under no duty this Section shall survive the expiration or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part sooner termination of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition term of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessLease.

Waiver of Claims. (a) To Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the maximum extent permitted by lawdate hereof have no defenses, each Subordinated Lender waives setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the Loan Documents, the administration or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part funding of the Issuer Loans or its directors, officers, employees, agents Letters of Credit or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. (b) Each Subordinated Lender, for itself and on behalf each of its successors Borrower and assignsGuarantors does hereby expressly waive, hereby waives release and relinquish any and all now existing such defenses, setoffs, claims, counterclaims and causes of action, if any. Ratification . Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement and the other Loan Documents. Nothing in this Amendment or hereafter arising rights it any other document executed in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). This Amendment shall constitute a Loan Document. Counterparts . This Amendment may have be executed in any number of counterparts which shall together constitute but one and the same agreement. Miscellaneous . THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to require the Issuer to marshal assets for the benefit of such Subordinated Lenderthe parties hereto and 110415743\V-4 their respective permitted successors, or successors-in-title and assigns as provided in the Credit Agreement. Amendments of Other Loan Documents . The Lenders authorized Agent to otherwise direct execute and deliver amendments to the timing, order or manner other Loan Documents as Agent deems appropriate contemporaneously with the execution and delivery of any enforcement this Amendment. Effective Date . This Amendment shall be deemed effective and in full force and effect (the “Effective Date”) upon confirmation by the Agent of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part satisfaction of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.following conditions:

Waiver of Claims. Except as otherwise provided in this Agreement, PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT TAKING POSSESSION OR THE ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and Pledgor hereby further waives: (ai) To all damages occasioned by such taking of possession except any damages which are the maximum direct result of the gross negligence or willful misconduct of either of the Administrative Agent or any Person acting on its behalf or instruction; (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Administrative Agent's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any Requirements of Law in order to prevent or delay the enforcement of this Agreement (including, without limitation, any right to claim that such enforcement should be stayed pending the outcome of any other action or proceeding (including any arbitration proceeding)) or the absolute sale of the Collateral or any portion thereof, and Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Requirements of Law. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall, to the extent permitted by lawRequirements of Law, each Subordinated Lender waives any operate to divest all right, title, interest, claim it might have against the Issuer with respect toand demand, either at law or arising out ofin equity, any action or failure to act or any error of judgmentPledgor therein and thereto, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against Pledgor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under Pledgor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To As a material inducement to the maximum extent permitted by lawPurchaser’s willingness to enter into and perform this Agreement and to purchase the Companies Shares for the consideration to be paid to the Selling Shareholders in connection with such purchase, each Subordinated Lender waives Selling Shareholder, on behalf of such Selling Shareholder and each of the Affiliates thereof hereby releases and forever discharges, effective as of the respective Closing, the respective Company including its office holders in which it owns shares and each of its past, present and future Representatives (excluding agents, attorneys, accountants, advisors and investment bankers) and office holders (individually, a "Releasee" and collectively, "Releasees") from any claim it might and all Proceedings, Contracts and Liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each Selling Shareholder or any of its Representatives (excluding agents, attorneys, accountants, advisors and investment bankers) now has, has ever had or may hereafter have against the Issuer respective Releasees arising contemporaneously with or prior to the respective Closing Date, including, but not limited to, any rights to indemnification or reimbursement from the respective Company, whether pursuant to their respective Charter Documents, Contract or otherwise and whether or not relating to claims pending on, or asserted after, the respective Closing Date, except to the extent such claim is accrued prior to the respective Closing Date; provided, however, that nothing contained herein shall operate to release any obligation of the Purchaser or Parent arising under this Agreement and provided further that such releases will not apply with respect to: (i) claims by any Selling Shareholder solely in his capacity as a director or as an office holder of the respective Company for indemnification with respect to third party claims against such Selling Shareholder solely in his capacity as a director or as an office holder of such Company, pursuant to the terms of such Selling Shareholder's indemnification agreement; and (ii) any claim of an office holder under any of his or her employment terms with the Company. Each Selling Shareholder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or arising out ofcommencing, instituting or causing to be commenced, any action Proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. Without limitation of the foregoing, each Selling Shareholder agrees, effective as of respective Closing, to terminate any and all Contracts by and between the respective Company in which it holds shares and any such Selling Shareholder (other than (i) to the extent any such Contract assigns rights to Intellectual Property to such Company, (ii) officers and directors indemnification agreements to the extent such Selling Shareholder is a director or failure an office holder in the respective Company, (iii) officers employment agreements without any remaining Liability of such Company and to act or repay and discharge any error Liability of judgmentthe Selling Shareholder to such Company and each Company hereby agrees, negligenceeffective as of respective Closing, or mistake or oversight whatsoever to terminate any and all Contracts by and between such Company and any such Selling Shareholder, except to the extent any such Contract assigns rights to Intellectual Property to such Company, without any obligation on the part of such Company to make any royalty or other payments after the Issuer or its directorsrespective Closing, officers, employees, agents or affiliates with respect which assignment shall survive such termination. For the purpose of this ‎Section 7.07 all Releasees that are not parties to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates this Agreement shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement deemed as third party beneficiaries of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior ObligationsSelling Shareholders' undertakings hereunder. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement or in any other Financing Document, THE GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE OPMW ADMINISTRATIVE AGENT TAKING POSSESSION OR THE OPMW ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the maximum Grantor hereby further waives, to the extent permitted by lawapplicable Requirements of Law: (i) all damages occasioned by such taking of possession except any damages which are the direct result of the gross negligence or willful misconduct of the OPMW Administrative Agent, each Subordinated Lender waives any claim it might have against the Issuer with respect toOPMW Lender, or arising out ofany Person acting on its behalf or instruction; (ii) all other requirements as to the time, any action place and terms of sale or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to any exercise the enforcement of the OPMW Administrative Agent's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents moratorium now or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay hereafter in doing so or shall be force under any obligation applicable Requirement of Law in order to take prevent or delay the enforcement of this Agreement (including any right to claim that such enforcement should be stayed pending the outcome of any other action whatsoever with regard or proceeding (including any arbitration proceeding)) or the absolute sale of the Assignment Collateral or any portion thereof, and the Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such applicable Requirements of Law. To the extent permitted under applicable Requirements of Law, any sale of, or the grant of options to purchase, or any other realization upon, any Assignment Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Offering Proceeds Note Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against the Grantor and against any and all Persons claiming or attempting to claim the Assignment Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) 1. To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer any Senior Secured Party with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Secured Party or its directors, officers, employees, agents or affiliates Affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteSenior Secured Documents or any transaction relating to the Collateral; provided that such waiver shall not be effective to the extent that such claim is determined by a court of competent jurisdiction by a final and non-appealable order to have resulted from the gross negligence or willful misconduct of such Senior Secured Party or any of its directors, officers, employees, agents or Affiliates. Neither the Issuer Senior Secured Parties nor any of its their respective directors, officers, employees, agents or affiliates Affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower or any Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Senior Collateral Documents, including, without limitation, the Guarantee and Collateral Agreement, or any part thereof. (b) 2. Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Secured Parties to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Senior Secured Documents. The Issuer is Senior Secured Parties are under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Secured Parties, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) 3. Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) 4. Each Subordinated Lender hereby waives any duty on the part of the Issuer Senior Secured Parties to disclose to it any fact known or hereafter known by the Issuer Senior Secured Parties relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Each Seller acknowledges that it is not relying on any representations or warranties of Purchaser other than those set forth in this Agreement. Accordingly, Sellers hereby irrevocably waive any and all actions, causes, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that they may have or hereafter acquire (“Claims”) against Purchaser and/or its partners, agents and affiliates (collectively, the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect to, “Released Persons”) directly or indirectly arising out of, any action relating to or resulting from Purchaser’s failure to act disclose any Confidential Information to Sellers, including, without limitation, Claims under applicable federal and/or state securities laws, and agrees not to institute or maintain any error cause of judgmentaction, negligence, suit or mistake complaint or oversight whatsoever on the part other proceeding against any Released Persons as a result of the Issuer Purchaser’s or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for such persons’ failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to disclose the Offering Proceeds Note or any part thereofConfidential Information. (b) Each Subordinated LenderPurchaser acknowledges that it is not relying on any representations or warranties of Sellers other than those set forth in the Agreement. Accordingly, for itself and on behalf of its successors and assigns, Purchaser hereby irrevocably waives any and all now actions, causes, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising rights arising, that it may have or hereafter acquire (“Potential Purchaser Claims”) against any partner of each Seller and/or the officers, directors, partners, members, employees, agents and affiliates of each Seller or any partner of each Seller (collectively, the “Seller Released Persons”) arising out of, relating to require or resulting from the Issuer failure by any Seller to marshal assets for disclose any information concerning the benefit ERIE Group and/or the Purchase to Purchaser, including, without limitation, Potential Purchaser Claims under applicable federal and/or state securities laws, and agrees not to institute or maintain any cause of such Subordinated Lenderaction, suit or to otherwise direct the timing, order complaint or manner other proceeding against any Seller Released Persons as a result of any enforcement of the Offering Proceeds Note. The Issuer is under no duty Seller’s or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer such persons’ failure to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessinformation.

Waiver of Claims. Except for claims arising from Landlord’s intentional or negligent acts which are not covered or required to be covered by Tenant’s insurance hereunder, Tenant waives all claims against Landlord for injury or death to persons, damage to property or to any other interest of Tenant sustained by Tenant or any party claiming by or through Tenant resulting from: (ai) To any occurrence in or upon the maximum extent permitted by lawPremises, each Subordinated Lender waives any claim it might have against (ii) leaking of roofs, bursting, stoppage or leaking of water, gas, sewer or steam pipes or equipment, including sprinklers, (iii) wind, rain, snow, ice, flooding (including flooding of basements and other subsurface areas), freezing, fire, explosion, earthquake, excessive heat or cold, dampness, fire or other casualty, (iv) the Issuer with respect toProperty, Premises, Systems and Equipment being defective, out of repair, or arising out offailing, and (v) vandalism, malicious mischief, theft, misappropriation or other acts or omissions of any action or failure to act or any error of judgmentparties including Tenant’s employees, negligenceother tenants, or mistake or oversight whatsoever on the part of the Issuer or its directors, officersand their respective agents, employees, agents invitees and contractors (and Tenant shall give Landlord immediate notice of any such occurrences). To the extent that Tenant is required to or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsdoes carry insurance hereunder, officers, employees, agents or affiliates Tenant agrees that Tenant’s property loss risks shall be liable borne by such insurance, and Tenant agrees to seek recovery only from its insurance carriers in the event of such losses; for failure to demandpurposes hereof, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or deductible amount shall be treated as though it were recoverable under any obligation such policies. This provision is in addition to, and not in limitation of, other provisions of this Lease limiting Landlord’s liability. To the extent that Landlord is required to take any other action whatsoever with regard or does carry insurance hereunder, Landlord agrees that Landlord’s property loss risk shall be borne by such insurance, and Landlord agrees to seek recovery only from its insurance carriers in the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit event of such Subordinated Lenderlosses; for purposes hereof, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is deductible amount shall be treated as though it were recoverable under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who such policies (which deductible amount may be liable for the Senior Obligationsincluded in Expenses as hereinafter provided). (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteCredit Documents or any other document creating or governing any Senior Obligations or any transaction relating to the Collateral. Neither the Issuer Senior Lender nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee of the Collateral or any guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Borrower or Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral, or any part thereof, or any such guarantee. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lender to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Credit Documents. The Issuer is Senior Lender are under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lender, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lender to disclose to it any fact known or hereafter known by the Issuer Senior Lender relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Subordination Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Intercompany Lender waives any claim it might have against the Issuer any Agent or any other Secured Party Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or any other Secured Party or any Related Party of any of the Issuer or its directors, officers, employees, agents or affiliates foregoing with respect to any exercise of rights or remedies under the Offering Proceeds NoteSenior Documents in the absence of the gross negligence or willful misconduct of such Person or its Related Parties (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction). Neither None of the Issuer nor Agents or any other Secured Party or any Related Party of any of its respective directors, officers, employees, agents or affiliates the foregoing shall be liable to any Intercompany Lender for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee of the Collateral or any guarantee of any Obligation, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any such Intercompany Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral, or any part thereof, except to the extent such liability has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Person or its Related Parties. (b) Each Subordinated Intercompany Lender, for itself and on behalf of its successors and assigns, hereby waives waives, to the extent permitted by applicable law, any and all now existing or hereafter arising rights it may have to require the Issuer Secured Parties to marshal assets for the benefit of such Subordinated Intercompany Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of any rights or remedies under the Senior Documents. The Issuer is Secured Parties are under no duty or obligation, and each Subordinated Intercompany Lender hereby waives waives, to the extent permitted by applicable law, any right it may have to compel the Issuerany Secured Party, to pursue any Offering Proceeds Note Guarantor Intercompany Debtor or any other Person who Obligor that may be liable for the Senior Obligations, or to enforce any Lien in any Collateral. (c) Each Subordinated Intercompany Lender hereby waives waives, to the extent permitted by applicable law, and releases all rights which a guarantor or surety with respect to the Senior Obligations Indebtedness could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement, THE DEBTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY'S TAKING POSSESSION OR THE SECURED PARTY'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the maximum Debtor hereby further waives, to the extent permitted by law, each Subordinated Lender waives : (a) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Secured Party's gross negligence or its directorswillful misconduct; (b) all other requirements as to the time, officers, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Secured Party's rights hereunder; (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and the Debtor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws; and (d) demand, notice of non-payment, dishonor and notice of acceptance of this Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance heron. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe Debtor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Debtor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under such Debtor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s 's results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender The Lessee hereby waives any claim it might have against the Issuer with respect toCity of Oakland, or arising out ofand the Board of Port Commissioners, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents for damage or affiliates shall be liable for failure loss caused by any claim, suit or proceedings directly or indirectly attacking the validity of this Lease or any part thereof or right granted thereby or asserting any right or interest in the Premises inconsistent with rights granted to demandLessee by this Lease, collect or realize upon by any Offering Proceeds Note Guarantee judgment or for award in any delay in doing so suit or shall be under any obligation to take any proceedings instituted by a party other action whatsoever with regard to than the Offering Proceeds Note Port directly or indirectly attacking the validity of this Lease, or any part thereof. , or by any judgment or award in any suit or proceeding declaring this Lease null, void or voidable, or delaying the same, or any part thereof, from being carried out; provided, however, that such waiver shall not apply or run to any damage or loss in any way caused by any suit or proceeding directly or indirectly attacking the validity of this Lease which suit or proceeding is based in whole or in part upon an alleged "conflict of interest" of any elected or appointed official, officer, agent or employee of the City of Oakland or the Board of Port Commissioners of the Port of Oakland, including any "conflict of interest" or other matter alleged to violate or violating California Government Code Sections 1090 or 1092. The Port and Lessee each agree that it shall not in any way attempt to have this Lease declared null or void, and that it shall reasonably cooperate with the other to defend the validity of this Lease and of the rights and obligations granted by this Lease. NATIONAL AIRMOTIVE CORPORATION TEST CELLS LEASE - 38 - 44 33. RESERVATION OF AIRCRAFT EASEMENT: Lessee releases from any present or future liability whatsoever and covenants not to sue xxx Port for damages or any other relief based directly or indirectly upon noise, light, vibrations, smoke, air currents, electronic or other emissions or lawful flight (bincluding overflight of the Premises) Each Subordinated Lenderoccurring as a result of lawful aviation or airport operations at or otherwise associated with the Metropolitan Oakland International Airport, said release and covenant to include, but not be limited to claims (known or unknown) for itself damages for physical or emotional injuries, discomfort, inconvenience, property damage, death, interference with use and on behalf enjoyment of its successors property, nuisance, or inverse condemnation or for injunctive or other extraordinary or equitable relief. It is further agreed that the Port shall have no duty to avoid or mitigate such damages by, without limitation, setting aside or condemning buffer lands, rerouting air traffic, erecting sound or other barriers, establishing curfews, noise or other regulations, relocating airport facilities or operations or taking other measures, except to the extent, if any, that such actions are validly required by governmental authority. The Port reserves from the Premises an easement for flight of aircraft in or adjacent to the airspace above the Premises and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit existence and imposition over, on and upon said Premises of such Subordinated Lendernoise , light, vibrations, smoke, air currents, electronic or to other emissions, discomfort, inconvenience, interference with use and enjoyment, and any consequent reduction in market value which may occur directly or indirectly as a result of aviation, airport or operations at or otherwise direct the timing, order or manner of any enforcement associated with use of the Offering Proceeds NoteMetropolitan Oakland International Airport. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel Lessee accepts the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect Premises subject to the Senior Obligations could exerciserisks and activities hereinabove described. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Security Agreement, THE COMPANY HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE COMPANY WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the maximum Company hereby further waives, to the extent permitted by law, each Subordinated Lender waives : (a) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part sole and direct result of the Issuer Collateral Agent's gross negligence or its directorswillful misconduct as determined in a final, officersnon-appealable judgment of a court of competent jurisdiction; (b) all other requirements as to the time, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Collateral Agent's and the other Secured Parties' rights hereunder; (c) demand of performance or other demand, notice of intent to demand or accelerate, notice of acceleration presentment, protest, advertisement or notice of any kind to or upon the Company or any other Person; and (d) all rights of redemption, appraisement, valuation, diligence, stay, extension or moratorium now or hereafter in force under any applicable law in order to hinder, prevent or delay the enforcement of this Security Agreement or the absolute sale of the Collateral or any portion thereof and the Company, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws. To the extent permitted by applicable law, any sale of, or the exercise of rights any options to purchase, or remedies under any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, at law or in equity, of the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsCompany therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Company and against any and all persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, through and under the Company. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH GRANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING POSSESSION, OR THE COLLATERAL AGENT'S DISPOSITION, OF ANY OF THE SECURITY AGREEMENT COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE OR HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH SUCH GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND EACH GRANTOR HEREBY FURTHER WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) To all damages occasioned by such taking of possession, EXCEPT any damages which are the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Collateral Agent's gross negligence or its directorswillful misconduct; (b) all other requirements as to the time, officersplace, employees, agents manner or affiliates terms of Sale or other requirements with respect to the enforcement of the Collateral Agent's rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise Applicable Law, and all other rights to prevent or delay the enforcement of rights this Agreement or remedies the absolute Sale of the Security Agreement Collateral or any portion thereof; and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all of such laws. Neither Any Sale of, or the Issuer nor grant of any options to purchase, or any other realization upon, any Security Agreement Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe relevant Grantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against such Grantor and against any and all Persons claiming or attempting to demandclaim the Security Agreement Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under such Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement or in any other Financing Document, THE BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT TAKING POSSESSION OR THE ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the maximum Borrower hereby further waives, to the extent permitted by lawRequirements of Law: (i) all damages occasioned by such taking of possession except any damages which are the direct result of the gross negligence or willful misconduct of the Administrative Agent, each Subordinated Lender waives any claim it might have against the Issuer with respect toLender, or arising out ofany Person acting on its behalf or instruction; (ii) all other requirements as to the time, any action place and terms of sale or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to any exercise the enforcement of the Administrative Agent's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents moratorium now or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay hereafter in doing so or shall be force under any obligation Requirements of Law in order to take prevent or delay the enforcement of this Agreement (including, without limitation, any right to claim that such enforcement should be stayed pending the outcome of any other action whatsoever with regard or proceeding (including any arbitration proceeding)) or the absolute sale of the Assignment Collateral or any portion thereof, and the Borrower, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Requirements of Law. To the extent permitted under Requirements of Law, any sale of, or the grant of options to purchase, or any other realization upon, any Assignment Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Offering Proceeds Note Borrower therein and thereto, and shall be a perpetual bar both at law and in equity against the Borrower and against any and all Persons claiming or attempting to claim the Assignment Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Borrower. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement, EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE - 26 - AGENT’S TAKING POSSESSION OR THE ADMINISTRATIVE AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and each Grantor hereby further waives, to the maximum extent permitted by law, each Subordinated Lender waives : (i) all damages occasioned by such taking of possession except any claim it might have against damages which are the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Administrative Agent’s gross negligence or its directorswillful misconduct; (ii) all other requirements as to the time, officers, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Administrative Agent’s rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of rights this Agreement or remedies the absolute sale of the Collateral or any portion thereof, and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the Offering Proceeds Notebenefit of all such laws to the fullest extent permitted by applicable law now or hereafter in effect. Neither Any sale of, or the Issuer nor grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of its respective directorsthe relevant Grantor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the relevant Grantor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under the relevant Grantor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteCredit Documents or any other document creating or governing any Senior Obligations. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee collateral or any guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any collateral upon the request of the Borrower or the Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note any collateral or any part thereofsuch guarantee. (b) Each The Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer any Senior Lender to marshal assets for the benefit of such the Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of remedies against any collateral or enforcement of the Offering Proceeds NoteCredit Documents. The Issuer is Senior Lenders are under no duty or obligation, and each the Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any collateral. (c) Each The Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each The Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer any Senior Lender relating to the operation or financial condition of any Subordinated the Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each The Subordinated Lender enters into this Subordination Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to the Collateral. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower or any Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral Agreement or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s 's, results of operations, financial condition and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its its, results of operations, financial condition or business.

Waiver of Claims. Except as otherwise provided in this Pledge Agreement, THE PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OF JUDICIAL HEARING IN CONNECTION WITH THE TRUSTEE'S TAKING POSSESSION OR THE TRUSTEE'S DISPOSITION OF ANY OF THE PLEDGED COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICES AND HEARINGS FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT THE PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and, to the full extent permitted by applicable law, the Pledgor hereby further waives: (a) To all damages occasioned by such taking of possession except any damages which are the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against direct result of the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, Trustee's gross negligence, bad faith or mistake willful misconduct; (b) all other requirements as to the time, place and terms of sale or oversight whatsoever on the part of the Issuer or its directorsother requirements, officers, employees, agents or affiliates with respect to the enforcement of the Trustee's rights and powers hereunder; and (c) except as provided in Section 7(c) hereof, all rights of redemption, appraisement, valuation, stay, marshalling of assets, extension or moratorium, existing at law or in equity, by statute or otherwise, now or hereafter in force, in order to prevent or delay the enforcement of this Pledge Agreement or the sale or other disposition of the Pledged Collateral or any portion thereof, and the Pledgor, for itself and all who may claim under it, insofar as it now or hereafter lawfully may, hereby waives all such rights. Any sale of, or the exercise of rights any options to purchase, or remedies under any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, at law or in equity, of the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsPledgor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Pledgor and against any and all persons claiming or attempting to demandclaim the Pledged Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, through and under the Pledgor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by lawAs a material inducement to Landlord to enter into this Lease, each Subordinated Lender waives any claim it might have against the Issuer with respect toTenant hereby releases Landlord from, or arising out ofand hereby waives, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing losses, costs, damages, expenses, liabilities, claims and causes of action (collectively, the “Released Claims”) arising from or hereafter arising rights it may have related to require Tenant's inability or limitation to conduct operations from the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner Premises as a result of any enforcement “shelter in place” orders or similar governmental directives, including, without limitation, any claims for, and/or rights of, termination of this Lease and/or abatement, offset and/or deferral of Rent under this Lease, at law and/or in equity related to the Offering Proceeds Noteinability of Tenant to conduct operations from the Premises as a result of any “shelter in place” orders or similar governmental directives related thereto. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with With respect to the Senior Obligations could exercise. (d) Each Subordinated Lender Released Claims, Tenant acknowledges that Tenant has either been advised by legal counsel or has made itself familiar with the provisions of California Civil Code section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Tenant, being aware of the foregoing code section, hereby expressly waives any duty on the part rights Tenant may have thereunder, as well as under any other statutes or common-law principles of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating similar effect, pertaining to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessReleased Claims.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender (in its capacity as such) waives any claim it might have against the Issuer any Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates Affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to the Collateral. Neither None of the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates Affiliates shall be liable to any Subordinated Lender for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or the Guaranty or any other Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower, any of its subsidiaries, any guarantor of the Senior Obligations, any Subordinated Lender or any other person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral Documents, including, without limitation, the Security Agreement, or any part thereof. (b) Each To the extent permitted by applicable law, each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents or the Secured Other Agreements. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives waives, to the extent permitted by applicable law, any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor Subordinated Borrower, any of its subsidiaries, any guarantor or other Person person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect waives, to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives extent permitted by applicable law, any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower Borrower, any of its subsidiaries or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, condition (financial condition or otherwise) and business and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower Borrower, any of its subsidiaries, any guarantor of the Senior Obligations or its their respective results of operations, condition (financial condition or otherwise) or business.

Waiver of Claims. (a) To Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the maximum extent permitted by lawdate hereof have no defenses, each Subordinated Lender waives setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the Loan Documents, the administration or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part funding of the Issuer Loans or its directors, officers, employees, agents Letters of Credit or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. (b) Each Subordinated Lender, for itself and on behalf each of its successors Borrower and assignsGuarantors does hereby expressly waive, hereby waives release and relinquish any and all now existing such defenses, setoffs, claims, counterclaims and causes of action, if any. Ratification . Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement, the Guaranty, the Cash Collateral Agreement and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement, the Guaranty, the cash Collateral Agreement and the other Loan Documents. Nothing in this Amendment or hereafter arising rights it any other document executed in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). This Amendment shall constitute a Loan Document. Counterparts . This Amendment may have be executed in any number of counterparts which shall together constitute but one and the same agreement. Miscellaneous . THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to require the Issuer to marshal assets for the benefit of such Subordinated Lenderthe parties hereto and their respective permitted successors, or to otherwise direct successors-in-title and assigns as provided in the timing, order or manner Credit Agreement. Amendments of any enforcement of the Offering Proceeds NoteOther Loan Documents . The Issuer is under no duty or obligation, Lenders authorized Agent to execute and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect deliver amendments to the Senior Obligations could exerciseother Loan Documents as Agent deems appropriate contemporaneously with the execution and delivery of this Amendment. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the maximum extent permitted by lawdate hereof have no defenses, each Subordinated Lender waives setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the Loan Documents, the administration or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part funding of the Issuer Loans or its directors, officers, employees, agents or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. (b) Each Subordinated Lender, for itself and on behalf each of its successors Borrower and assignsGuarantors does hereby expressly waive, hereby waives release and relinquish any and all now existing such defenses, setoffs, claims, counterclaims and causes of action, if any. Ratification . Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement, the Guaranty and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement, the Guaranty and the other Loan Documents. Nothing in this Amendment or hereafter arising rights it any other document executed in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). This Amendment shall constitute a Loan Document. Counterparts . This Amendment may have be executed in any number of counterparts which shall together constitute but one and the same agreement. Miscellaneous . THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to require the Issuer to marshal assets for the benefit of such Subordinated Lenderthe parties hereto and their respective permitted successors, or to otherwise direct successors-in-title and assigns as provided in the timing, order or manner of any enforcement Credit Agreement. Effective Date . This Amendment shall be deemed effective and in full force and effect (the “Effective Date”) upon confirmation by the Agent of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part satisfaction of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.following conditions:

Waiver of Claims. (a) To Each of the maximum extent permitted Acquirer and Mercury waives and releases, and must procure that each member of the Acquirer Group or the Mercury Group (as applicable) waives and releases, all rights and claims which it may have against any Company Indemnified Person (other than the Company) in respect of any misrepresentation, inaccuracy or omission in or from any information or advice given by lawthat Company Indemnified Person in connection with any representation, warranty or undertaking given by the Company in this agreement or the preparation of the Company Information except where the Company Indemnified Person has engaged in wilful misconduct or fraud. The parties acknowledge and agree that: (i) the Company has sought and obtained the waiver and release in this clause 11.7(a) as agent for and on behalf of each Subordinated Lender waives Company Indemnified Person and may enforce the provisions of this clause 11.7(a) on behalf of any Company Indemnified Person; (ii) any Company Indemnified Person may plead this clause 11.7(a) in response to any claim it might have made by any member of the Acquirer Group or the Mercury Group against them; and (iii) the undertakings contained in this clause 11.7(a) are given for the benefit of each Company Indemnified Person and are intended to be enforceable against the Issuer Acquirer and Mercury by each Company Indemnified Person in accordance with respect tothe provisions of Part 2, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part Subpart 1 of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereofContract and Commercial Law Act 2017. (b) Each Subordinated LenderThe Company waives and releases, and must procure that each member of the Tilt Renewables Group waives and releases, all rights and claims which it may have against any AM Indemnified Person (other than the Acquirer and Mercury) in respect of any misrepresentation, inaccuracy or omission in or from any information or advice given by that AM Indemnified Person in connection with any representation, warranty or undertaking given by the Acquirer or Mercury in this agreement or the preparation of the Acquirer Information or Mercury Information except where the AM Indemnified Person has engaged in wilful misconduct or fraud. The parties acknowledge and agree that: (i) the Acquirer and Mercury, as applicable, has sought and obtained the waiver and release in this clause 11.7(b) as agent for itself and on behalf of its successors each AM Indemnified Person and assigns, hereby waives may enforce the provisions of this clause 11.7(b) on behalf of any and all now existing or hereafter arising rights it AM Indemnified Person; (ii) any AM Indemnified Person may have plead this clause 11.7(b) in response to require any claim made by any member of the Issuer to marshal assets Tilt Renewables Group against them; and (iii) the undertakings contained in this clause 11.7(b) are given for the benefit of such Subordinated Lendereach AM Indemnified Person and are intended to be enforceable against the Company by each AM Indemnified Person in accordance with the provisions of Part 2, or to otherwise direct the timing, order or manner of any enforcement Subpart 1 of the Offering Proceeds Note. The Issuer is under no duty or obligation, Contract and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior ObligationsCommercial Law Act 2017. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by lawAs a material inducement to Landlord to enter into this Lease, each Subordinated Lender waives any claim it might have against the Issuer with respect toTenant hereby releases Landlord from, or arising out ofand hereby waives, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing losses, costs, damages, expenses, liabilities, claims and causes of action (including, without limitation, attorneys' fees) (collectively, the "Released Claims") arising from or hereafter arising rights it may have related to require Tenant's inability or limitation to conduct operations from the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner Premises as a result of any enforcement "shelter in place" and/or “safer at home” orders, eviction moratoria or similar governmental directives, including, without limitation, any claims for, and/or rights of, termination of this Lease and/or abatement, offset and/or deferral of Rent under this Lease, at law and/or in equity (including without limitation, any claims for frustration of purpose, impossibility and impracticability) related to the Offering Proceeds Note. The Issuer is under no duty inability of Tenant to conduct operations from the Premises whether from any "shelter in place" and/or “safer at home” orders, eviction moratoria or obligation, and each Subordinated Lender hereby waives similar governmental directives related thereto or otherwise and/or any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor economic or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which effects on Tenant's business and/or financial wherewithal as a guarantor or surety with result therefrom. With respect to the Senior Obligations could exercise. (d) Each Subordinated Lender Released Claims, Tenant acknowledges that Tenant has either been advised by legal counsel or has made itself familiar with the provisions of California Civil Code section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Tenant, being aware of the foregoing code section, hereby expressly waives any duty on the part rights Tenant may have thereunder, as well as under any other statutes or common-law principles of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating similar effect, pertaining to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businessReleased Claims.

Waiver of Claims. (a) To A. For the purposes of this Agreement and to the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect toAdministrative Agent or any Senior Lender and each Related Party of any of the foregoing Persons on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement. The Administrative Agent and the other Senior Lenders shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any action Subordinated Lender for any act or failure to act hereunder, except for their own gross negligence or any error wilful misconduct (as determined by a court of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay competent jurisdiction in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereofa final and non-appealable decision). (b) B. Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal mxxxxxxx assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of any rights or remedies under the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) C. Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) D. Each Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower Debtor or of any Offering Proceeds Note Guarantorother guarantor of the Senior Obligations, or their respective its businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s Debtors’ results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable each Subordinated Borrower Debtor or its results of operations, financial condition or business.

Waiver of Claims. Except as otherwise provided in this Security Agreement, THE DEBTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY'S TAKING POSSESSION OR THE SECURED PARTY'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the Debtor hereby further waives, to the extent permitted by Applicable Law: (a) To all damages occasioned by such taking of possession except any damages which are the maximum extent permitted by law, each Subordinated Lender waives any claim it might have against the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part direct result of the Issuer Secured Party's gross negligence or its directorswillful misconduct; (b) all other requirements as to the time, officers, employees, agents place and terms of sale or affiliates other requirements with respect to the enforcement of the Secured Party's rights hereunder; (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any exercise applicable law in order to prevent or delay the enforcement of this Security Agreement or the absolute sale of the Collateral or any portion thereof, and the Debtor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws; (d) demand, notice of non-payment, dishonor and notice of acceptance of this Security Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon; and (e) any and all rights of the Debtor to pursue any Person for any Obligation. Any sale of, or remedies under the Offering Proceeds Note. Neither grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Issuer nor any of its respective directorsDebtor therein and thereto, officers, employees, agents or affiliates and shall be liable for failure a perpetual bar both at law and in equity against the Debtor and against any and all Persons claiming or attempting to demandclaim the Collateral so sold, collect optioned or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note realized upon, or any part thereof, from, through and under such Debtor. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law9.2.1 Tenant, each Subordinated Lender waives any claim it might have against the Issuer with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the as a material part of the Issuer consideration rendered to Landlord in entering into this Lease, hereby waives all existing and future Claims against Landlord and Landlord’s Agents, whether known or its directorsunknown, officersfor damages to goods, employeeswares, agents machinery, trade fixtures, personal property, scientific research, records or affiliates with respect to other property of Tenant, Tenant’s Agents or any exercise other person, in each case located in or about the Premises, whether such damage or injury is caused by or results from the negligence of rights Landlord or remedies Landlord’s Agents, fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or any portion thereof, or from other sources or places, including any claims resulting from the actual or passive negligence of Landlord or Landlord’s Agents, but excepting any claims resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Agents or breach of this Lease by Landlord. Notwithstanding the negligence of Landlord or Landlord’s Agents, or breach of this Lease by Landlord, Landlord shall under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall no circumstances be liable for failure loss of profits or special, incidental or consequential damages arising therefrom. THE UNDERSIGNED ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPALS OF SIMILAR EFFECT. Tenant’s Initials 9.2.2 Tenant acknowledges that security devices and services, if any, while intended to demanddeter crime, collect or realize upon any Offering Proceeds Note Guarantee or for any delay may not in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor given instances prevent theft or other Person who may criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the Senior Obligationsrisk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To College covenants and agrees that City shall not be responsible for or liable to College for, and College hereby waives all rights against City and its Agents and releases City and its Agents from, any and all Claims relating to any injury, accident or death of any person or loss or damage to any property, in or about the maximum Access Easement Area, from any cause whatsoever. Nothing herein shall relieve City from liability to the extent permitted caused by lawthe negligence or willful misconduct of City or its Agents or its failure to perform its obligations pursuant to this Agreement, each Subordinated Lender waives but City shall not be liable under any claim it might have against circumstances for any consequential, incidental or punitive damages. City would not be willing to enter into this Agreement or transfer the Issuer Property to College in the absence of a waiver of liability for consequential or incidental damages due to the acts or omissions of City or its agents, and College expressly assumes the risk with respect tothereto. Accordingly, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the as a material part of the Issuer or its directorsconsideration for this Agreement, officersCollege fully RELEASES, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives WAIVES AND DISCHARGES forever any and all now existing Claims, and covenants not to sue, City or hereafter its Agents for any matters arising rights out of this Agreement or the Access Easement Area, except to the extent such Claims result from the negligence and willful misconduct of City or its Agents or the failure of City to perform or comply with its obligations under this Agreement. In connection with the foregoing release, College acknowledges that it may is familiar with Section 1542 of the California Civil Code, which reads: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." College acknowledges that the releases contained herein include all known and unknown, disclosed and undisclosed, and anticipated and unanticipated claims. College realizes and acknowledges that it has agreed to require the Issuer this Agreement in light of this realization and, being fully aware of this situation, it nevertheless intends to marshal assets for waive the benefit of such Subordinated LenderCivil Code Section 1542, or to otherwise direct the timing, order any statute or manner of any enforcement of the Offering Proceeds Noteother similar law now or later in effect. The Issuer is under no duty releases contained herein shall survive any termination or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part extinguishment of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of or the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or businesseasements granted hereunder.

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Intercompany Lender waives any claim it might have against the Issuer Collateral Agent or any other Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer Collateral Agent or its directors, officers, employees, agents any other Senior Lender or affiliates any Related Party of any of the foregoing with respect to any exercise of rights or remedies under the Offering Proceeds Note. Neither Credit Documents in the Issuer nor any absence of the gross negligence or wilful misconduct of such Person (or its respective directors, officers, employeesemployees or agents to the extent acting at the direction of such Person) (such absence to be presumed unless otherwise determined by a final, agents non-appealable judgment of a court of competent jurisdiction). None of the Collateral Agent or affiliates any other Senior Lender or any Related Party of any of the foregoing shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee of the Collateral or any guarantee of any Obligation, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Intercompany Debtor, any Intercompany Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral, or any part thereof., or any such (b) Each Subordinated Intercompany Lender, for itself and on behalf of its successors and assigns, hereby waives waives, to the extent permitted by applicable law, any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal assets for the benefit of such Subordinated Intercompany Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of any rights or remedies under the Credit Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Intercompany Lender hereby waives waives, to the extent permitted by applicable law, any right it may have to compel the Issuerany Senior Lender, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien in any Collateral. (c) Each Subordinated Intercompany Lender hereby waives waives, to the extent permitted by applicable law, and releases all rights which a guarantor or surety with respect to the Senior Obligations Indebtedness could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To Borrower for itself and the maximum extent permitted by lawGuarantors acknowledges, each Subordinated Lender waives represents and agrees that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any claim it might have against the Issuer kind or nature whatsoever with respect toto the “Loan Documents” (as defined in the Existing Credit Agreement and this Agreement), the administration or funding of the “Loans” or the “Letters of Credit” (as such terms are defined in the Existing Credit Agreement and this Agreement), or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates with respect to any exercise acts or omissions of rights Agent or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directorsLender, or any past or present officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Offering Proceeds Note employees of Agent or any part thereof. Lender (b) Each Subordinated Lenderwhether under the Existing Credit Agreement, for itself this Agreement or any of such “Loan Documents”), and on behalf each of its successors Borrower and assignsGuarantors does hereby expressly waive, hereby waives release and relinquish any and all now existing or hereafter arising rights it such defenses, setoffs, claims, counterclaims and causes of action, if any, that they may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement as of the Offering Proceeds Notedate hereof. US_ACTIVE\121755035\V-6 §37. CONSENT TO AMENDMENT AND RESTATEMENT; EFFECT OF AMENDMENT AND RESTATEMENT . Pursuant to §27 of the Existing Credit Agreement, KeyBank as the Agent under the Existing Credit Agreement and each Lender hereby consents to the amendment and restatement of the Existing Credit Agreement pursuant to the terms of this Agreement and the amendment or amendment and restatement of the other “Loan Documents” (as defined in the Existing Credit Agreement), and by execution hereof the Lenders authorize the Agent to enter into such agreements. On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement, except as specifically set forth herein, shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement. The Issuer is parties hereto acknowledge and agree that this Agreement does not constitute a novation or termination of the “Obligations” under no duty or obligationthe Existing Credit Agreement, which remain outstanding as of the Closing Date. All interest and each Subordinated Lender hereby waives any right it may have to compel fees accrued and unpaid under the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may Existing Credit Agreement as of the date of this Agreement shall be liable for due and payable in the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect amount determined pursuant to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty Existing Credit Agreement for periods prior to the Closing Date on the part of the Issuer to disclose to it any fact known next payment date for such interest or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businessesfee set forth in this Agreement. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.US_ACTIVE\121755035\V-6

Waiver of Claims. (a) To the maximum extent permitted by law, each Subordinated Lender waives any claim it might have have, solely in its capacity as a Subordinated Lender, against the Issuer any Senior Lender (solely in its capacity as such) with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer any Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteLoan Documents or any transaction relating to the Collateral except to the extent such action, or failure to act, or error in judgment, mistake or oversight is the result of gross negligence, wilful misconduct or bad faith of any such party or the breach by such party of any Loan Document. Neither the Issuer Senior Lenders nor any of its their respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note of the Collateral or any Guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subordinated Borrower or any Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note Collateral Agreement or any part thereof. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives waives, to the fullest extent permitted by applicable law, any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lenders to marshal xxxxxxxx assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of the Offering Proceeds NoteCollateral or enforcement of the Loan Documents. The Issuer is Senior Lenders are under no duty or obligation, and each Subordinated Lender hereby waives waives, to the fullest extent permitted by applicable law, any right it may have to compel the IssuerSenior Lenders, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any Collateral. (c) Each Subordinated Lender hereby waives and releases releases, to the fullest extent permitted by applicable law, all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives waives, to the fullest extent permitted by applicable law, any duty on the part of the Issuer Senior Lenders to disclose to it any fact known or hereafter known by the Issuer Senior Lenders relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its its, results of operations, financial condition or business.

Waiver of Claims. (a) To Except as otherwise provided in this Agreement or in any other Financing Document, THE OPMW BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE OPNY ADMINISTRATIVE AGENT TAKING POSSESSION OR THE OPNY ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE OPMW BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the maximum OPMW Borrower hereby further waives, to the extent permitted by lawapplicable Requirements of Law: (i) all damages occasioned by such taking of possession except any damages which are the direct result of the gross negligence or willful misconduct of the OPNY Administrative Agent, each Subordinated Lender waives any claim it might have against the Issuer with respect toOPNY Lender, or arising out ofany Person acting on its behalf or instruction; (ii) all other requirements as to the time, any action place and terms of sale or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Issuer or its directors, officers, employees, agents or affiliates other requirements with respect to any exercise the enforcement of the OPNY Administrative Agent's rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or remedies under the Offering Proceeds Note. Neither the Issuer nor any of its respective directors, officers, employees, agents moratorium now or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee or for any delay hereafter in doing so or shall be force under any obligation applicable Requirement of Law in order to take prevent or delay the enforcement of this Agreement (including any right to claim that such enforcement should be stayed pending the outcome of any other action whatsoever with regard or proceeding (including any arbitration proceeding)) or the absolute sale of the Assignment Collateral or any portion thereof, and the OPMW Borrower, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such applicable Requirements of Law. To the extent permitted under applicable Requirements of Law, any sale of, or the grant of options to purchase, or any other realization upon, any Assignment Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Offering Proceeds Note OPMW Borrower therein and thereto, and shall be a perpetual bar both at law and in equity against the OPMW Borrower and against any and all Persons claiming or attempting to claim the Assignment Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the OPMW Borrower. (b) Each Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any enforcement of the Offering Proceeds Note. The Issuer is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Issuer, to pursue any Offering Proceeds Note Guarantor or other Person who may be liable for the Senior Obligations. (c) Each Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each Subordinated Lender hereby waives any duty on the part of the Issuer to disclose to it any fact known or hereafter known by the Issuer relating to the operation or financial condition of any Subordinated Borrower or any Offering Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.

Waiver of Claims. (a) To the maximum extent permitted by law, each the Subordinated Lender waives any claim it might have against the Issuer Senior Lender with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, negligence or mistake or oversight whatsoever on the part of the Issuer Senior Lender or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Offering Proceeds NoteCredit Documents or any other document creating or governing any Senior Obligations. Neither the Issuer Senior Lender nor any of its respective directors, officers, employees, agents or affiliates shall be liable for failure to demand, collect or realize upon any Offering Proceeds Note Guarantee collateral or any guarantee or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any collateral upon the request of the Borrower or the Subordinated Lender or any other Person or to take any other action whatsoever with regard to the Offering Proceeds Note any collateral or any part thereofsuch guarantee. (b) Each The Subordinated Lender, for itself and on behalf of its successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Issuer Senior Lender to marshal assets for the benefit of such the Subordinated Lender, or to otherwise direct the timing, order or manner of any sale, collection or other enforcement of remedies against any collateral or enforcement of the Offering Proceeds NoteCredit Documents. The Issuer Senior Lender is under no duty or obligation, and each the Subordinated Lender hereby waives any right it may have to compel the IssuerSenior Lender, to pursue any Offering Proceeds Note Guarantor guarantor or other Person who may be liable for the Senior Obligations, or to enforce any Lien or security interest in any collateral. (c) Each The Subordinated Lender hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. (d) Each The Subordinated Lender hereby waives any duty on the part of the Issuer Senior Lender to disclose to it any fact known or hereafter known by the Issuer Senior Lender relating to the operation or financial condition of any Subordinated the Borrower or any Offering Proceeds Note Guarantorguarantor of the Senior Obligations, or their respective businesses. Each The Subordinated Lender Xxxxxx enters into this Subordination Agreement based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business business, and such the Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business.