Common use of Waiver of Notice and Claims; Other Waivers; Marshalling Clause in Contracts

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the Pledgor would otherwise have under any Legal Requirement, and the Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (a) all damages occasioned by such taking of possession, (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (c) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the Pledgor. (ii) The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreement. (iii) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (a) all damages occasioned by such taking of possession, (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (c) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI VIII except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (ii) The Each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreement. (iii) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (ia) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI IX except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons Persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (iib) The Each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iiic) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (ia) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI IX except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (iib) The Each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iiic) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives to the fullest extent permitted by applicable Legal Requirements the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (ia) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged CollateralCollateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal RequirementRequirements, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements Requirements: (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI VIII except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (iib) The Each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iiic) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, , (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI VIII except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (ii) The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreement. (iii) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI VIII except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (ii) The To the maximum extent permitted by applicable Legal Requirements, each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iii) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the (A) each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and (B) hereby irrevocably waives the benefits of all such Legal Requirements. (iv) To the maximum extent permitted by applicable Legal Requirements, each Pledgor hereby waives any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by the Collateral Agent or any other Secured Party to obtain an Order recognizing, and permitting the enforcement of, the collateral assignment or security interest and Lien of the Collateral Agent pursuant to the Security Documents in and to any Account or other Pledged Collateral and acknowledges that the Collateral Agent and/or the Secured Parties may (i) seek to obtain the consent of the applicable Medicare/Medicaid Account Debtor(s) to recognize, (ii) comply with any Legal Requirements necessary for the recognition of, or (iii) seek to obtain an Order recognizing, the collateral assignment or security interest and Lien of the Collateral Agent pursuant to the Security Documents in and to all Accounts and other Pledged Collateral payable by Medicare/Medicaid Account Debtors.

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Pledgor hereby waives, to the fullest extent permitted by applicable Legal RequirementsRequirements of Law, notice of or judicial hearing in connection with the Collateral AgentPledgee’s taking possession or the Collateral AgentPledgee’s disposition of any of the Pledged CollateralCollateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the Pledgor would otherwise have under any Legal Requirementapplicable Requirements of Law, and the Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements of Law: (aA) all damages occasioned by such taking of possession, except damages resulting from the gross negligence or willful misconduct of the Pledgee as determined by the final judgment of a court of competent jurisdiction, (bB) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral AgentPledgee’s rights hereunder and (cC) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal RequirementsRequirements of Law. The Collateral Agent Pledgee shall not be liable for any incorrect or improper payment made pursuant to this Article VI except to VII in the extent resulting solely from the Collateral Agent’s absence of gross negligence or willful misconduct on the part of the Pledgee (as determined by a court of competent jurisdiction in a final and non-appealable decisionjudgment). Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the Pledgor. (ii) The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreement. (iii) The Collateral Agent Pledgee shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations Liabilities or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal RequirementsRequirements of Law, the Pledgor hereby agrees that it will not invoke any Legal Requirement Requirements of Law relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal RequirementsRequirements of Law.

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI VIII except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (ii) The To the maximum extent permitted by applicable Legal Requirements, each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iii) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (ia) The Pledgor Each Grantor hereby waives, to the fullest extent permitted by applicable Legal RequirementsRequirements of Law, notice of (other than any notice specifically required hereunder) or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the Pledgor such Grantor would otherwise have under any Legal RequirementRequirements of Law, and the Pledgor each Grantor hereby further waives, to the fullest extent permitted by applicable Legal Requirements of Law: (a) all damages occasioned by such taking of possessionpossession (other than such damages determined by final and nonappealable judgment of a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of the Collateral Agent or any of its Related Parties as determined by a final and nonappealable judgment of a court of competent jurisdiction), (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (c) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal RequirementsRequirements of Law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI ARTICLE VIII except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Pledgor applicable Grantor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the Pledgor such Grantor and against any and all persons Persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the Pledgorsuch Grantor. (iib) The Pledgor Each Grantor hereby waives waives, to the fullest extent permitted by applicable Requirements of Law, demand, noticenotice (other than as expressly required hereunder), protest, notice of acceptance of this Security Agreement, notice of Credit Extensionscredit extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iiic) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal RequirementsRequirements of Law, the Pledgor each Grantor hereby agrees that it will not invoke any Legal Requirement Requirements of Law relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal RequirementsRequirements of Law.

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI VIII except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (ii) The Each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iii) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI VIII except to the extent resulting solely from the Collateral Agent’s gross negligence negligence, bad faith or willful misconduct as finally judicially determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (ii) The To the maximum extent permitted by applicable Legal Requirements, each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iii) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (ia) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Noteholder Collateral Agent’s taking possession or the Noteholder Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Noteholder Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Noteholder Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI IX except to the extent resulting solely from the Noteholder Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decisionnonappealable judgment. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons Persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (iib) The Except as set forth in Section 9.2, each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensionsthe issuance of Notes, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iiic) The Noteholder Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Notes Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI VIII except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (ii) The To the maximum extent permitted by applicable Legal Requirements, each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iii) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the (i) each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and (ii) hereby irrevocably waives the benefits of all such Legal Requirements. (iv) To the maximum extent permitted by applicable Legal Requirements, each Pledgor hereby waives any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by the Collateral Agent or any Lender to obtain an Order recognizing, and permitting the enforcement of, the collateral assignment or security interest and Lien of the Collateral Agent pursuant to the Security Documents in and to any Account or other Pledged Collateral and acknowledges that the Collateral Agent and/or the Lenders may (i) seek to obtain the consent of the applicable Medicare/Medicaid Account Debtor(s) to recognize, (ii) comply with any Legal Requirements necessary for the recognition of, or (iii) seek to obtain an Order recognizing, the collateral assignment or security interest and Lien of the Collateral Agent pursuant to the Security Documents in and to all Accounts and other Pledged Collateral payable by Medicare/Medicaid Account Debtors.

Waiver of Notice and Claims; Other Waivers; Marshalling. (i) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI VIII except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons Persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (ii) The Each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensionsthe issuance of any Additional Notes, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iii) The Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (ia) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral AgentSecured Party’s taking possession or the Collateral AgentSecured Party’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral AgentSecured Party’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent Secured Party shall not be liable for any incorrect or improper payment made pursuant to this Article VI VII except to the extent resulting solely from the Collateral AgentSecured Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons Persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (iib) The Each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iiic) The Collateral Agent Secured Party shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.

Waiver of Notice and Claims; Other Waivers; Marshalling. (ia) The Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the such Pledgor would otherwise have under any Legal Requirement, and the each Pledgor hereby further waives, to the fullest extent permitted by applicable Legal Requirements (ai) all damages occasioned by such taking of possession, (bii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (ciii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article VI IX except to the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction. Any To the maximum extent permitted by applicable Legal Requirements, any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral made in accordance with applicable Legal Requirements shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against the such Pledgor and against any and all persons Persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under the such Pledgor. (iib) The To the maximum extent permitted by applicable Legal Requirements, each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description to the fullest extent permitted under applicable Legal Requirements except as may otherwise be expressly required herein or in the Credit Agreementdescription. (iiic) The To the maximum extent permitted by applicable Legal Requirements, the Collateral Agent shall not be required to marshal any present or future collateral security (including the Pledged Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the maximum extent permitted by applicable Legal Requirements, the each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the marshalling of collateral and hereby irrevocably waives the benefits of all such Legal Requirements.