Common use of WAIVER OF JURY TRIAL; OTHER WAIVERS Clause in Contracts

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEREACH CREDIT PARTY, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERA CREDIT PARTY, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERANY CREDIT PARTY, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Credit Party hereby waives demand, presentment, protest and protest, notice of nonpayment, notice of intent to accelerate, and notice of acceleration and further waives the benefit of all valuation, appraisal and exemption laws. Each Credit Party consents and agrees that neither Agent nor any Lender shall be under any obligation to marshal any Credit Party’s assets or Agent’s liens and security interests against or in payment of any Liabilities. (c) Borrower Each Credit Party hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowersuch Credit Party, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH CREDIT PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH CREDIT PARTY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT AGENT SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, AGENT SHALL PROVIDE CREDIT PARTIES WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower a Credit Party of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Credit Parties contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent and/or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent, Requisite Lenders or all Lenders, as required herein, and directed to Credit Parties specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, EACH LOAN PARTY AND ADMINISTRATIVE AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERANY LOAN PARTY, ADMINISTRATIVE AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERTHE LOAN PARTIES, ADMINISTRATIVE AGENT AND LENDERSANY LENDER. IN NO EVENT SHALL ADMINISTRATIVE AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Loan Party hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Loan Party hereby waives the benefit of any law that would otherwise restrict or limit Administrative Agent or any Lender or any affiliate Affiliate of Administrative Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtednessDebt, matured or unmatured, owing by Administrative Agent or any Lender or such affiliate Affiliate of Agent or any Lender to BorrowerBorrowers, including, without limitation any Deposit Account at Administrative Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconductAffiliate. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH LOAN PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY ADMINISTRATIVE AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH LOAN PARTY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) , PROVIDED THAT IN THE EVENT THAT ADMINISTRATIVE AGENT TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, ADMINISTRATIVE AGENT SHALL PROVIDE SUCH LOAN PARTY WITH SUCH NOTICES AS ARE REQUIRED BY LAW. Administrative Agent’s and/or 's or Lenders’ ' failure, at any time or times hereafter, to require strict performance by Borrower any Loan Party of any provision of this Agreement or any of the Other Agreements other Loan Documents shall not waive, affect or diminish any right of Administrative Agent or any Lender and Lenders thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent Administrative Agent, Required Lenders or any Lender all Lenders, as applicable of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Administrative Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement other Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of the Loan Parties contained in this Agreement or any of the other Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Administrative Agent or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Administrative Agent, Required Lenders or all Lenders, as applicable, and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) EACH BORROWER, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY A BORROWER, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by a Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent and/or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent, Requisite Lenders or all Lenders, as required herein, and directed to Borrower Representative specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, BORROWER AND ADMINISTRATIVE AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, ADMINISTRATIVE AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, ADMINISTRATIVE AGENT AND LENDERSANY LENDER. IN NO EVENT SHALL ADMINISTRATIVE AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Administrative Agent or any Lender or any affiliate Affiliate of Administrative Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Administrative Agent or any Lender or such affiliate Affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Administrative Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconductAffiliate. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY ADMINISTRATIVE AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT ADMINISTRATIVE AGENT TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, ADMINISTRATIVE AGENT SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEROBLIGORS, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERAN OBLIGOR, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, BETWEEN AN OBLIGOR AND AGENT OR AN OBLIGOR AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Obligor hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Obligor hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowersuch Obligor, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH OBLIGOR HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH OBLIGOR WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s 's and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower an Obligor of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Obligors contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent or Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent and Lender and directed to Obligors specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS TORTUOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation limitation, any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF-HELP, LENDER SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT LASALLE AND EACH LENDER EACH BORROWER HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT OF BORROWER OR SUCH LENDER LASALLE OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLASALLE. IN NO EVENT SHALL AGENT OR ANY LENDER LASALLE BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER LASALLE OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERALCOLLATERAL WITHOUT PRIOR NOTICE OR HEARING. (ec) Agent’s and/or Lenders’ Borrower hereby waives demand, presentment, protest and notice of nonpayment with respect to any promissory note or other instrument, and further waives the benefit of all valuation, appraisal and exemption laws. (d) LaSalle's failure, at any time or times hereafter, to exercise any of its rights or remedies (including the right to establish reserves or adjust advance rates) or to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent LaSalle thereafter to exercise such rights or any Lender thereafter remedies or to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender LaSalle of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender LaSalle in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any other right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by LaSalle unless such suspension or waiver is in writing, signed by a duly authorized officer of LaSalle and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BXXXXXXX AND EACH LENDER LXXXXX EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BXXXXXXX AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation including any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements Loan Documents shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in the Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWERS AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWERS OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWERS AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Borrowers hereby waives waive demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Borrowers hereby waives waive the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to BorrowerBorrowers, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER BORROWERS HEREBY WAIVES WAIVE ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower any or all of the Borrowers of any provision of this Agreement or any of the Other Agreements Loan Documents shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in the Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT A BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN A BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE BORROWERS WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by a Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT A BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN A BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by a Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT LENDER OR ANY LENDER BORROWER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWERS OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BORROWERS AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower The Borrowers hereby waives waive demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower The Borrowers hereby waives waive the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowerthe Borrowers, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower the Borrowers of any provision of this Agreement or any of the Other Agreements other Loan Documents shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement other loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of the Borrowers contained in this Agreement or any of the other Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to the Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH LOAN PARTY AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE GUARANTEED OBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT LOAN PARTIES OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN LOAN PARTIES AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower . Each Loan Party hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower . Each Loan Party hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations or Guaranteed Obligations, as applicable, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to BorrowerLoan Parties, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH LOAN PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER LOAN PARTIES WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE LOAN PARTIES WITH SUCH NOTICES AS ARE REQUIRED BY LAW. Lender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower Loan Parties of any provision of this Agreement or any of the Other Agreements Loan Documents shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Loan Parties contained in the Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Loan Parties specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a1) BORROWER, AGENT THE PURCHASER AND EACH LENDER EACH THE SELLER HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT THE SELLER OR SUCH LENDER THE PURCHASER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN THE SELLER AND LENDERSTHE PURCHASER. IN NO EVENT SHALL AGENT OR ANY LENDER THE PURCHASER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b2) Borrower The Seller hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c3) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED EXCEPT AS OTHERWISE RESTRICTED BY LAW, BORROWER THE SELLER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER THE PURCHASER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER THE SELLER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERALCOLLATERAL WITHOUT PRIOR NOTICE OR HEARING. (e4) Agent’s and/or Lenders’ The Purchaser's failure, at any time or times hereafter, to require strict performance by Borrower the Seller of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender the Purchaser thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender the Purchaser of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender the Purchaser in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of the Seller contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by the Purchaser unless such suspension or waiver is in writing, signed by a duly authorized officer of the Purchaser and directed to the Seller specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT BORROWER OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation including any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) EXCEPT TO THE EXTENT PERMITTED REQUIRED BY LAWAPPLICABLE LAW (INCLUDING ARTICLE 9 OF THE UCC) OR AS OTHERWISE REQUIRED PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS, DURING A DEFAULT PERIOD, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL., PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. 77 (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements Loan Documents shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in the Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver. The parties have duly executed this Agreement as of the date first written above. PRECISION INDUSTRIES, INC.,a Pennsylvania corporation By:Name:Title: FIFTH THIRD BANK, NATIONAL ASSOCIATION By:Name: Jxxxxxx SeidenTitle: Senior Vice President Signature page to Credit and Security Agreement Revolving Loans 0 200 Machinery & Equipment Term Loan 25 225 Capital Expenditure Term Loan 25 225 None.SCHEDULE 5.01 None.SCHEDULE 9.02 A. Borrower’s business locations (please indicate which location is the principal place of business and at which locations originals and all copies of Borrower’s books, records and accounts are kept). B. Other locations of Collateral (including warehouse locations, processing locations, consignment locations) and all post office boxes of Borrower. Please indicate the relationship of such location to Borrower (i.e. public warehouse, processor, etc.). Owner/Landlord/Operator Address Owned/Leased/Warehouse/Bailee C. Bank Accounts of Borrower (other than those maintained with Lender): Citizens Bank525 Wxxxxxx Penn PxxxxXxxxxxxxxx, XX 00000 669900-913-7 CDA/General Operating Precision Industries, Inc. Corporation Pennsylvania 20-0000000 1000680603 None.SCHEDULE 9.09 1. The Management Agreement. SCHEDULE 9.10 During the course of an environmental study conducted in connection with the original acquisition of the Borrower by Live Ventures, heightened mineral levels in the soil were reported at the 90 Xxxxx Xxxx, Washington, Pennsylvania 15301 location. However, based on additional follow-up environmental studies, no issues requiring remediation were found. As of the Closing Date, there is a remaining remediation liability accrual balance of $122,632.37. 1. Original Stock Certificate for Borrower Ten (10) Business Days after the Closing Date 2. Insurance Endorsements for the insurance required under Sections 5.07 and 10.05 Thirty (30) days after the Closing Date [TO BE COMPLETED BY LENDER]SCHEDULE 15.02 Notice Address for Lender: Fifth Third Bank 6000 X. Xxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attn: Mx. Xxxxxxx Xxxx Email: Rxxxxxx.Xxxx@00.xxx With a copy to: Txxxxxxx Xxxxxx LLP 50 X. Xxxxxx Street, 37th Floor Chicago, Illinois 60603 Attn: Mx. Xxxxxx X. DesLaurier, Esq. Email: vxxxxxxxxxx@xxxxxxxxxxxxxx.xxx Notice Address for Borrower: Precision Industries, Inc. 90 Xxxxx Xxxx Washington, Pennsylvania 15301 Attn: Txx Xxxxxx Email: txxxxxx@xxxxxxx.xxx and Precision Affiliated Holdings, LLC c/o Live Ventures Incorporated 300 X. Xxxx Xxxxxxx Xx., #000 Xxx Xxxxx, Xxxxxx 00000 Attention: Exxx Xxxxxxxx Email: exxxxxxxx@xxxxxxxxxxxx.xxx With a copy to: K&L Gates LLP 300 Xxxxx Xxxxx Xxxxxx, Suite 1000 Charlotte, North Carolina 28202 Attn: Axxxx X. Xxxxxxx, Esq. Email: Axxxx.Xxxxxxx@xxxxxxx.xxx To: Fifth Third Bank Date: , 20 Subject: Precision Industries, Inc. In accordance with our Credit and Security Agreement dated as of January 20, 2022, as amended, modified, extended, renewed, supplemented or restated (the “Credit Agreement”), attached are the financial statements of Precision Industries, Inc., a Pennsylvania corporation (the “Borrower”) of and for the month ended ____________ ____, 20 (the “Reporting Date”) and the year-to-date period then ended (the “Current Financials”) required to be delivered pursuant to Section 7.03 of the Credit Agreement. All terms used in this certificate have the meanings given in the Credit Agreement. Borrower certifies that the Current Financials have been prepared in accordance with GAAP and fairly present in all material respects the consolidated financial condition of Borrower as of the date thereof, subject in the case of unaudited statements to changes resulting from audit and normal year-end adjustment.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Administrative Agent or any Lender or any affiliate of Administrative Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Administrative Agent or any Lender or such affiliate of Administrative Agent or any Lender to Borrower, including, without limitation any Deposit Account deposit account at Administrative Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Administrative Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Administrative Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Administrative Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Administrative Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Administrative Agent and/or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Administrative Agent, Requisite Lenders or all Lenders, as required herein, and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH LOAN PARTY AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT A LOAN PARTY OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN A LOAN PARTY AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Loan Party hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Loan Party hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate Affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate Affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconductLoan Party. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH LOAN PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH LOAN PARTY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ , PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE SUCH LOAN PARTY WITH SUCH NOTICES AS ARE REQUIRED BY LAW. Lender's failure, at any time or times hereafter, to require strict performance by Borrower any Loan Party of any provision of this Agreement or any of the Other Agreements other Loan Documents shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement other loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Loan Parties contained in this Agreement or any of the other Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS TORTUOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation limitation, any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF-HELP, LENDER SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT EACH BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN EACH BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to each Borrower, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAWOTHER THAN NOTICE, IF ANY, AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to such Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT EITHER LENDER OR ANY LENDER BORROWER BE LIABLE TO THE OTHER FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGESDAMAGES OTHER THAN ANY LOST PROFIT COMPONENT OF ANY BREAKAGE OBLIGATIONS ARISING IN CONNECTION WITH ANY INTEREST RATE PROTECTION AGREEMENT. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE NOTES, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS TORTUOUS CONDUCT BY BORROWER, AGENT A BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN A BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by a Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) EACH BORROWER, EACH GUARANTOR, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY ANY BORROWER, ANY GUARANTOR, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERBETWEEN THE BORROWERS AND THE GUARANTORS, ON THE ONE HAND, AND AGENT AND LENDERSLENDER, ON THE OTHER HAND. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Each Borrower and each Guarantor hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower and each Guarantor hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its respective right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowerany Borrower or any Guarantor, including, without limitation limitation, any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWERPARENT, AGENT THE BORROWERS AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT PARENT OR SUCH ANY BORROWER OR LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERBETWEEN PARENT AND THE BORROWERS, AGENT ON THE ONE HAND, AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Parent and each Borrower hereby waives waive demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Parent and each Borrower hereby waives waive the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent Lender to Parent or any Lender to Borrower, including, without limitation limitation, any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, PARENT AND EACH BORROWER HEREBY WAIVES WAIVE ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER THE BORROWERS WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Parent or any Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Parent or the Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by Lender and directed to Parent or the Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT US BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT US BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN US BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) US Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) US Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to US Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, US BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF US BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by US Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of US Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to US Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWERPARENT, THE BORROWERS, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, PARENT OR ANY BORROWER OR AGENT OR SUCH ANY LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERBETWEEN PARENT AND THE BORROWERS, ON THE ONE HAND, AND AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Parent and each Borrower hereby waives waive demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Parent and each Borrower hereby waives waive the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Parent or any Borrower, including, without limitation limitation, any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) EACH BORROWER, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY A BORROWER, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s 's and/or Lenders’ ' failure, at any time or times hereafter, to require strict performance by a Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent and/or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent, Requisite Lenders or all Lenders, as required herein, and directed to Borrower Representative specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEREACH LOAN PARTY, AGENT AND EACH LENDER EACH HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERA LOAN PARTY, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERA LOAN PARTY, AGENT AND LENDERS. IN NO EVENT SHALL AGENT AGENT, ANY LENDER OR ANY LENDER LOAN PARTY BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, SPECIAL EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGESDAMAGES (OTHER THAN THE PAYMENT OF A PREPAYMENT FEE AS REQUIRED UNDER SECTION 10 HEREOF). (b) Borrower Each Loan Party hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Loan Party hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtednessIndebtedness, matured or unmatured, owing by Agent or any Lender or any such affiliate of Agent or any Lender to Borrowersuch Loan Party, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH LOAN PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH LOAN PARTY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s 's and/or Lenders’ any Lender's failure, at any time or times hereafter, to require strict performance by Borrower a Loan Party of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Loan Parties contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent and/or any Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent and Requisite Lenders or all Lenders, as required herein, and directed to Loan Parties specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEREACH LOAN PARTY, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERANY LOAN PARTY, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERANY LOAN PARTY, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Loan Party hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Loan Party hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtednessIndebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowersuch Loan Party, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH LOAN PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH LOAN PARTY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower a Loan Party of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Loan Parties contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent and/or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent, Requisite Lenders or all Lenders, as required herein, and directed to Loan Parties specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH LOAN PARTY AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT ANY LOAN PARTY OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN ANY LOAN PARTY AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Loan Party hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Loan Party hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate Affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate Affiliate of Agent or any Lender to Borrowersuch Loan Party, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconductAffiliate. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER EACH LOAN PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH LOAN PARTY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE SUCH LOAN PARTY WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT AND EACH LENDER EACH BORROWER HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Except as otherwise set forth herein, Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver. (Signatures continue on attached page)

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS TORTUOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation limitation, any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF-HELP, LENDER SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver. SIGNATURE PAGE TO LOAN AND SECURITY AGREEMENT

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEREACH LOAN PARTY, AGENT AND EACH LENDER EACH HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERA LOAN PARTY, AGENT OR SUCH ANY LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERBETWEEN A LOAN PARTY, AGENT AND LENDERSOR ANY LENDER. IN NO EVENT SHALL AGENT AGENT, ISSUING LENDER OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Loan Party hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Loan Party hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowersuch Loan Party, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH LOAN PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH LOAN PARTY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ 's or any Lender's failure, at any time or times hereafter, to require strict performance by Borrower a Loan Party of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Loan Parties contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent or any Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent and Lenders and directed to Loan Parties specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEREACH COMPANY, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERANY COMPANY, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERANY COMPANY, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Company hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Company hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowersuch Company, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH COMPANY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH COMPANY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERALCOLLATERAL EXCEPT AS PROVIDED IN THE Illinois Uniform Commercial Code, as the same may be in effect from time to time. (e) Agent’s 's and/or Lenders’ ' failure, at any time or times hereafter, to require strict performance by Borrower a Company of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of a Company contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent and/or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent, Requisite Lenders or all Lenders, as required herein, and directed to such Company specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEREACH OF AAMC AND LUXOR, AGENT BY ACCEPTANCE OF THE BENEFITS OF THIS NOTE, KNOWINGLY AND EACH LENDER EACH HEREBY WAIVES VOLUNTARILY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES ARISING OUT OF OR RELATES RELATING TO THE RELATIONSHIP AMONG BORROWERTHIS NOTE; AND AAMC HEREBY WAIVES, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES ALL RIGHTS THE RIGHT TO NOTICE AND HEARING INTERPOSE ANY SETOFF OR COUNTERCLAIM OR CROSSCLAIM IN CONNECTION WITH ANY SUCH LITIGATION, IRRESPECTIVE OF THE NATURE OF SUCH SETOFF, COUNTERCLAIM OR CROSSCLAIM EXCEPT TO THE EXTENT THAT FAILURE SO TO ASSERT ANY SUCH SETOFF, COUNTERCLAIM OR CROSSCLAIM WOULD PERMANENTLY PRECLUDE THE PROSECUTION OF OR RECOVERY UPON THE SAME. NOTWITHSTANDING ANYTHING CONTAINED IN THIS NOTE TO THE CONTRARY, NO CLAIM MAY BE MADE BY AAMC AGAINST LUXOR FOR ANY LOST PROFITS OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY KIND PRIOR BREACH OR WRONGFUL CONDUCT IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE EXERCISE BY AGENT ISSUANCE OF THIS NOTE OR ANY LENDER OF ITS RIGHTS ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH; AND AAMC HEREBY WAIVES, RELEASES AND AGREES NOT TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY SUE UPON ANY SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, CLAIM FOR ANY SUCH DAMAGES. AAMC Signature Page to require strict performance by Borrower of any provision of Promissory Note AAMC and Luxor have executed and delivered this Agreement or any Note as of the Other Agreements shall not waivedate first above written. AAMC: Altisource Asset Management Corporation By: Name: Title: LUXOR: Luxor Capital Partners Offshore Master Fund, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewithLP By: Name: Title: Luxor Capital Partners, LP By: Name: Title: Luxor Wavefront, LP By: Name: Title: Luxor Spectrum, LLC By: Name: Title: Thebes Offshore Master Fund, LP By: Name: Title: Xxxxxxx. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.X. Xxxxx CEO Xxxxxx Xxxxxx General Counsel Xxxxxx Xxxxxx General Counsel Xxxxxx Xxxxxx General Counsel Xxxxxx Xxxxxx General Counsel Xxxxxx Xxxxxx General Counsel

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver. Ver 9

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH OBLIGOR AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT SUCH OBLIGOR OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN SUCH OBLIGOR AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Obligor hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Obligor hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtednessIndebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowersuch Obligor, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH OBLIGOR HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH OBLIGOR WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower any Obligor of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of any Obligor contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to such Obligor specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT THE LENDER AND EACH LENDER EACH THE BORROWER HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT THE BORROWER OR SUCH THE LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN THE BORROWER AND LENDERSTHE LENDER. IN NO EVENT SHALL AGENT OR ANY THE LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) The Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY THE LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF THE BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERALCOLLATERAL WITHOUT PRIOR NOTICE OR HEARING. (ed) AgentThe Lender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by the Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any the Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any the Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any the Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of the Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by the Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of the Lender and directed to the Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWERLASALLE, AGENT BORROWERS, AND EACH LENDER EACH OF THEM, HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT OF BORROWERS OR SUCH LENDER LASALLE OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BORROWERS AND LENDERSLASALLE. IN NO EVENT SHALL AGENT OR ANY LENDER LASALLE BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demandBORROWERS, presentmentAND EACH OF THEM, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES WAIVE ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER LASALLE OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERALPROCESS. (ec) Agent’s and/or Lenders’ Borrowers, and each of them, hereby waive demand, presentment, protest and notice of nonpayment with respect to any promissory note or other instrument, and further waive the benefit of all valuation, appraisal and exemption laws. (d) LaSalle's failure, at any time or times hereafter, to exercise any of its rights or remedies (including the right to establish reserves or adjust advance rates) or to require strict performance by Borrower Borrowers, or either of them, of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent LaSalle thereafter to exercise such rights or any Lender thereafter remedies or to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender LaSalle of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender LaSalle in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any other right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by LaSalle unless such suspension or waiver is in writing, signed by a duly authorized officer of LaSalle and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER BANK EACH HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER BANK OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERS. BANK IN NO EVENT SHALL AGENT OR ANY LENDER BANK BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, presentment protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER BANK OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL; provided that in the event that Bank seeks to enforce its rights hereunder by judicial process, Bank shall provide Borrower with such notices as are required by law. (ed) Agent’s and/or Lenders’ Bank's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender Bank thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender Bank of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender Bank in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants. and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Bank unless such suspension or waiver is in writing, signed by a duly authorized officer of Bank and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, EACH BORROWER AND ADMINISTRATIVE AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERBORROWERS, ADMINISTRATIVE AGENT OR SUCH ANY LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, BORROWERS AND ADMINISTRATIVE AGENT AND LENDERSANY LENDER. IN NO EVENT SHALL ANY BORROWER, ADMINISTRATIVE AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower The Borrowers hereby waives waive demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower The Borrowers hereby waives waive the benefit of any law that would otherwise restrict or limit Administrative Agent or any Lender or any affiliate Affiliate of Administrative Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Administrative Agent or any Lender or such affiliate Affiliate of Administrative Agent or any Lender to Borrowerthe Borrowers, including, without limitation any Deposit Account at Administrative Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconductAffiliate. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Administrative Agent’s and/or or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower the Borrowers of any provision of this Agreement or any of the Other Agreements other Loan Documents shall not waive, affect or diminish any right of Administrative Agent or any Lender and Lenders thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent Administrative Agent, Required Lenders or any Lender all Lenders, as applicable, of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Administrative Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement other Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of the Borrowers contained in this Agreement or any of the other Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Administrative Agent or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Administrative Agent, Required Lenders or all Lenders, as applicable, and directed to the Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWERBORROWERS, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERBORROWERS, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERBETWEEN BORROWERS, AGENT AND LENDERSLENDER. IN NO EVENT SHALL BORROWERS, AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Borrowers hereby waives waive demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Borrowers hereby waives waive the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender, Lender or such affiliate of Agent or any Lender to BorrowerBorrowers, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY UNDER APLICABLE LAW, BORROWER BORROWERS HEREBY WAIVES WAIVE ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER BORROWERS WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE BORROWERS WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s, US Lender’s and/or Lenders’ Canadian Lender’s failure, at any time or times hereafter, to require strict performance by Borrower Borrowers of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) EACH BORROWER, COLLATERAL AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT A BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, BETWEEN A BORROWER AND COLLATERAL AGENT AND LENDERSAND/OR LENDER. IN NO EVENT SHALL COLLATERAL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Collateral Agent or any Lender or any affiliate of Collateral Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Collateral Agent or any Lender or such affiliate of Collateral Agent or any Lender to Borrower, including, without limitation any Deposit Account deposit account at Collateral Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY COLLATERAL AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Collateral Agent’s and/or Lenders’ 's or Lender's failure, at any time or times hereafter, to require strict performance by a Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Collateral Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Collateral Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Collateral Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Collateral Agent or Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Collateral Agent or Lender and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. CONFIDENTIALITY (a) BORROWER, AGENT LASALLE AND EACH LENDER EACH BORROWER HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT OF BORROWER OR SUCH LENDER LASALLE OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLASALLE. IN NO EVENT SHALL AGENT OR ANY LENDER LASALLE BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY LASALLE OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL WITHOUT PRIOR NOTICE OR HEARING. (c) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ LaSalle's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender LaSalle thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender LaSalle of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender LaSalle in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by LaSalle unless such suspension or waiver is in writing, signed by a duly authorized officer of LaSalle and directed to Borrower specifying such suspension or waiver. (e) Borrower has furnished and will furnish to LaSalle certain information concerning Borrower which Borrower has advised is non-public, proprietary or confidential in nature ("CONFIDENTIAL INFORMATION"). LaSalle confirms to the Borrower that it is LaSalle's policy and practice to maintain in confidence all Confidential Information which is provided to it under agreements providing for the extension of credit and which is identified to it as such, and that it will protect the confidentiality of Confidential Information submitted to it with respect to Borrower under this Agreement, commensurate with its efforts to maintain the confidentiality of its own Confidential Information, PROVIDED, HOWEVER, that (i) nothing contained herein shall prevent LaSalle from disclosing Confidential Information (A) to its Affiliates and their respective directors, officers, and employees and to any legal counsel, auditors, appraisers, consultants or other persons retained by it or its Affiliates as professional advisors, on the condition that such information not be further disclosed except in compliance with this PARAGRAPH 25(e); (B) under color of legal authority, including, without limitation, to any regulatory authority having jurisdiction over it or its operations or to, or under the authority of, any court deemed by it to be of competent jurisdiction; (C) to any actual or potential assignee of or participant in LaSalle's rights and obligations under this Agreement to the extent such actual potential assignee or participant has agreed to maintain such information in confidence on the basis set forth in this PARAGRAPH 25(e); and (D) as necessary in connection with the exercise of its remedies under this Agreement or any of the Other Agreements; (ii) the terms of this PARAGRAPH 25(e) shall be inapplicable to any information furnished to it which is in possession prior to the delivery to it of such information by Borrower or any other authorized Person, or otherwise has been obtained by it on a non-confidential basis, or which was or becomes available to the public or otherwise part of the public domain (other than as a result of LaSalle's failure or any prospective participant's or assignee's failure to abide hereby), or which was not non-public, proprietary or confidential when Borrower or any other authorized Person delivered it to LaSalle; and (iii) the determination by LaSalle as to the application of any of the circumstances described in the foregoing clauses (i) and (ii) will be conclusive and binding if made in good faith. (f) Notwithstanding SUBPARAGRAPH (e) above, Borrower consents to LaSalle publishing a tombstone or similar advertising material relating to the financing transaction contemplated by this Agreement.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS TORTUOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation limitation, any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT, ADMINISTRATIVE AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT, ADMINISTRATIVE AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT, ADMINISTRATIVE AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent, Administrative Agent or any Lender or any affiliate of Agent, Administrative Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent, Administrative Agent or any Lender or such affiliate of Agent, Administrative Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent, Administrative Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent, Administrative Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent, Administrative Agent and Lenders may do in accordance with the terms hereof and agrees that Agent, Administrative Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s, Administrative Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s, Administrative Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent, Administrative Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent, Administrative Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS TORTUOUS CONDUCT BY BORROWER, AGENT A BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN A BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by a Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrowers specifying such suspension or waiver. Signature Page to Loan and Security Agreement

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, EACH LOAN PARTY AND ADMINISTRATIVE AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERANY LOAN PARTY, ADMINISTRATIVE AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERTHE LOAN PARTIES, ADMINISTRATIVE AGENT AND LENDERSANY LENDER UNDER THIS AGREEMENT. IN NO EVENT SHALL ADMINISTRATIVE AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Loan Party hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Loan Party hereby waives the benefit of any law that would otherwise restrict or limit Administrative Agent or any Lender or any affiliate Affiliate of Administrative Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtednessDebt, matured or unmatured, owing by Administrative Agent or any Lender or such affiliate Affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Administrative Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconductAffiliate. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH LOAN PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY ADMINISTRATIVE AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH LOAN PARTY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) , PROVIDED THAT IN THE EVENT THAT ADMINISTRATIVE AGENT TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, ADMINISTRATIVE AGENT SHALL PROVIDE SUCH LOAN PARTY WITH SUCH NOTICES AS ARE REQUIRED BY LAW. Administrative Agent’s and/or 's or Lenders’ ' failure, at any time or times hereafter, to require strict performance by Borrower any Loan Party of any provision of this Agreement or any of the Other Agreements other Loan Documents shall not waive, affect or diminish any right of Administrative Agent or any Lender and Lenders thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent Administrative Agent, Required Lenders or any Lender all Lenders, as applicable of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Administrative Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement other Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of the Loan Parties contained in this Agreement or any of the other Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Administrative Agent or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Administrative Agent, Required Lenders or all Lenders, as applicable, and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT PLEDGOR AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT PLEDGOR OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN PLEDGOR AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Pledgor hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Pledgor hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate Affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate Affiliate of Agent or any Lender to BorrowerPledgor, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconductAffiliate. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER PLEDGOR HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER PLEDGOR WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE PLEDGOR WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower Pledgor of any provision of this Agreement or any of the Other Agreements other Loan Documents shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement other Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of the Pledgor contained in this Agreement or any of the other Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to the applicable Pledgor specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEREACH COMPANY, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERANY COMPANY, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERANY COMPANY, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE PUNITVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Company hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Company hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowersuch Company, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH COMPANY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH COMPANY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s 's and/or Lenders’ ' failure, at any time or times hereafter, to require strict performance by Borrower any Company of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of the Companies contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent and/or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent, Requisite Lenders or all Lenders, as required herein, and directed to the Companies specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, EACH BORROWER AND ADMINISTRATIVE AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY A BORROWER, ADMINISTRATIVE AGENT OR SUCH A LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG A BORROWER, ADMINISTRATIVE AGENT AND LENDERSANY LENDER. IN NO EVENT SHALL ADMINISTRATIVE AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Administrative Agent or any Lender or any affiliate Affiliate of Administrative Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Administrative Agent or any Lender or such affiliate Affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account at Administrative Agent or any Lender or such affiliateAffiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Administrative Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by any Borrower of any provision of this Agreement or any of the Other Agreements other Loan Documents shall not waive, affect or diminish any right of Administrative Agent or any Lender and Lenders thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent Administrative Agent, Required Lenders or any Lender all Lenders, as applicable of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Administrative Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement other Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the other Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Administrative Agent or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Administrative Agent, Required Lenders or all Lenders, as applicable, and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEREACH CREDIT PARTY, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERALCOLLATERAL OR, ANY ALLEGED TORTIOUS CONDUCT BY BORROWERSUCH CREDIT PARTY, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWERANY CREDIT PARTY, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Each Credit Party hereby waives demand, presentment, protest and notice of nonpayment, nonpayment and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Each Credit Party hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrowerany Credit Party, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH CREDIT PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER AND LENDERS OF ITS THEIR RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER SUCH CREDIT PARTY WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ any Lender’s failure, at any time or times hereafter, to require strict performance by Borrower any Credit Party of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of any Credit Party contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Agent and/or Lenders unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent, Requisite Lenders or all Lenders, as required herein, and directed to Credit Parties specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT AND EACH LENDER EACH BORROWER HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER BANK OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSBANK. IN NO EVENT SHALL AGENT OR ANY LENDER BANK BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER BANK OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERALCOLLATERAL WITHOUT PRIOR NOTICE OR HEARING. (ed) Agent’s and/or Lenders’ Bank's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender Bank thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender Bank of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender Bank in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Bank unless such suspension or waiver is in writing, signed by a duly authorized officer of Bank and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWEREACH OF AAMC AND LUXOR, AGENT BY ACCEPTANCE OF THE BENEFITS OF THIS NOTE, KNOWINGLY AND EACH LENDER EACH HEREBY WAIVES VOLUNTARILY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES ARISING OUT OF OR RELATES RELATING TO THE RELATIONSHIP AMONG BORROWERTHIS NOTE; AND AAMC HEREBY WAIVES, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES ALL RIGHTS THE RIGHT TO NOTICE AND HEARING INTERPOSE ANY SETOFF OR COUNTERCLAIM OR CROSSCLAIM IN CONNECTION WITH ANY SUCH LITIGATION, IRRESPECTIVE OF THE NATURE OF SUCH SETOFF, COUNTERCLAIM OR CROSSCLAIM EXCEPT TO THE EXTENT THAT FAILURE SO TO ASSERT ANY SUCH SETOFF, COUNTERCLAIM OR CROSSCLAIM WOULD PERMANENTLY PRECLUDE THE PROSECUTION OF OR RECOVERY UPON THE SAME. NOTWITHSTANDING ANYTHING CONTAINED IN THIS NOTE TO THE CONTRARY, NO CLAIM MAY BE MADE BY AAMC AGAINST LUXOR FOR ANY LOST PROFITS OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY KIND PRIOR BREACH OR WRONGFUL CONDUCT IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE EXERCISE BY AGENT ISSUANCE OF THIS NOTE OR ANY LENDER OF ITS RIGHTS ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH; AND AAMC HEREBY WAIVES, RELEASES AND AGREES NOT TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY SUE UPON ANY SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, CLAIM FOR ANY SUCH DAMAGES. AAMC Signature Page to require strict performance by Borrower of any provision of Promissory Note AAMC and Luxor have executed and delivered this Agreement or any Note as of the Other Agreements shall not waivedate first above written. AAMC: Altisource Asset Management Corporation By: Name: Title: LUXOR: Luxor Capital Partners Offshore Master Fund, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspendLP By: Name: Title: Luxor Capital Partners, waive or affect any other Event of Default under this Agreement or any other default under any of the Other AgreementsLP By: Name: Title: Luxor Wavefront, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.LP By: Name: Title: Luxor Spectrum, LLC By: Name: Title: Thebes Offshore Master Fund, LP By: Name: Title: Xxxxxxx X. Xxxxx CEO Xxxxxx Xxxxxx General Counsel Xxxxxx Xxxxxx General Counsel Xxxxxx Xxxxxx General Counsel Xxxxxx Xxxxxx General Counsel Xxxxxx Xxxxxx General Counsel

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) EACH BORROWER, AGENT AND EACH LENDER EACH HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY ANY BORROWER, AGENT OR SUCH ANY LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BETWEEN ANY BORROWER, AGENT AND LENDERSOR ANY LENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation limitation, any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ or any Lender’s failure, at any time or times hereafter, to require strict performance by any Borrower of any provision of this Agreement or any of the Other Agreements other Loan Documents shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements other Loan Documents shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreementsother Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement other Loan Document shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the other Loan Documents and no Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by Agent or any Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Agent and Lenders and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT A BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN A BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE PUNATIVE OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) EACH BORROWER, TO THE FULL EXTENT SUCH WAIVER IS ENFORCEABLE AT LAW AND TO THE EXTENT PERMITTED BY LAWNO NOTICE OR HEARING IS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by a Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. CONFIDENTIALITY (a) BORROWER, AGENT LASALLE AND EACH LENDER EACH BORROWER HEREBY WAIVES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT OF BORROWER OR SUCH LENDER LASALLE OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLASALLE. IN NO EVENT SHALL AGENT OR ANY LENDER LASALLE BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY LASALLE OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL WITHOUT PRIOR NOTICE OR HEARING. (c) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ LaSalle's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender LaSalle thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender LaSalle of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender LaSalle in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by LaSalle unless such suspension or waiver is in writing, signed by a duly authorized officer of LaSalle and directed to Borrower specifying such suspension or waiver. (e) Borrower has furnished and will furnish to LaSalle certain information concerning Borrower which Borrower has advised is non-public, proprietary or confidential in nature ("Confidential Information"). LaSalle confirms to the Borrower that it is LaSalle's policy and practice to maintain in confidence all Confidential Information which is provided to it under agreements providing for the extension of credit and which is identified to it as such, and that it will protect the confidentiality of Confidential Information submitted to it with respect to Borrower under this Agreement, commensurate with its efforts to maintain the confidentiality of its own Confidential Information, provided, however, that (i) nothing contained herein shall prevent LaSalle from disclosing Confidential Information (A) to its Affiliates and their respective directors, officers, and employees and to any legal counsel, auditors, appraisers, consultants or other persons retained by it or its Affiliates as professional advisors, on the condition that such information not be further disclosed except in compliance with this paragraph 25(e); (B) under color of legal authority, including, without limitation, to any regulatory authority having jurisdiction over it or its operations or to, or under the authority of, any court deemed by it to be of competent jurisdiction; (C) to any actual or potential assignee of or participant in LaSalle's rights and obligations under this Agreement to the extent such actual potential assignee or participant has agreed to maintain such information in confidence on the basis set forth in this paragraph 25(e); and (D) as necessary in connection with the exercise of its remedies under this Agreement or any of the Other Agreements; (ii) the terms of this paragraph 25(e) shall be inapplicable to any information furnished to it which is in possession prior to the delivery to it of such information by Borrower or any other authorized Person, or otherwise has been obtained by it on a non-confidential basis, or which was or becomes available to the public or otherwise part of the public domain (other than as a result of LaSalle's failure or any prospective participant's or assignee's failure to abide hereby), or which was not non-public, proprietary or confidential when Borrower or any other authorized Person delivered it to LaSalle; and (iii) the determination by LaSalle as to the application of any of the circumstances described in the foregoing clauses (i) and (ii) will be conclusive and binding if made in good faith. (f) Notwithstanding subparagraph (e) above, Borrower consents to LaSalle publishing a tombstone or similar advertising material relating to the financing transaction contemplated by this Agreement.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT A BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN A BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT AND EACH LENDER EACH BORROWER HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payable, without notice at any time upon the occurrence and during the continuance of an Event of Default, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERALCOLLATERAL WITHOUT PRIOR NOTICE OR HEARING. (ed) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH LOAN PARTY AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIESOBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT LOAN PARTIES OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT LOAN PARTIES AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower Loan Parties hereby waives waive demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower Loan Parties hereby waives waive the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableObligations, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to BorrowerLoan Parties, including, without limitation any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER EACH LOAN PARTY HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER LOAN PARTIES WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE LOAN PARTIES WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT EACH BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN EACH BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to each Borrower, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAWOTHER THAN NOTICE, IF ANY, AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) AgentLender’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to such Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT EACH BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT A BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN A BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES. (b) Each Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Each Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to such Borrower, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF SUCH BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE SUCH BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by a Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrowers contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrowers specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT BORROWER AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER, AGENT BORROWER OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT BETWEEN BORROWER AND LENDERSLENDER. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate Affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate Affiliate of Agent or any Lender to Borrower, including, without limitation any Deposit Account deposit account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconductAffiliate. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP, LENDER SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE REQUIRED BY LAW. (e) Agent’s and/or Lenders’ Lender's failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

WAIVER OF JURY TRIAL; OTHER WAIVERS. (a) BORROWER, AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTSLOAN DOCUMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS TORTUOUS CONDUCT BY BORROWER, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG BORROWER, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. (b) Borrower hereby waives demand, presentment, protest and notice of nonpayment, and further waives the benefit of all valuation, appraisal and exemption laws. (c) Borrower hereby waives the benefit of any law that would otherwise restrict or limit Agent or any Lender or any affiliate of Agent or any Lender in the exercise of its right, which is hereby acknowledged and agreed to, to set-off against the Liabilities that are due and payableLiabilities, without notice at any time upon the occurrence and during the continuance of an Event of Defaulthereafter, any indebtedness, matured or unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender to Borrower, including, without limitation limitation, any Deposit Account at Agent or any Lender or such affiliate. Borrower waives every defense, counterclaim (other than counterclaims which would be waived if not made) or set-off which Borrower may now have or hereafter may have to any action by Agent and Lenders in enforcing this Agreement or the Other Agreements and/or any of the Liabilities, or in enforcing Agent’s rights in the Collateral and ratifies and confirms whatever Agent and Lenders may do in accordance with the terms hereof and agrees that Agent and Lenders shall not be liable for any error in judgment or mistakes of fact or law except for Agent’s or any Lender’s gross negligence or willful misconduct. (d) TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY AGENT OR ANY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL. (e) Agent’s and/or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Agent or any Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Agent or any Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy.