Common use of Waivers and Consents Clause in Contracts

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender Payee waives (i) promptness, diligence, notice of acceptance and any other notice with respect to the right to compel Senior Obligations and this Subordination Agreement and any requirement that the Collateral Administrative Agent or any Revolving Lender exhaust any right or take any action against any Subordinated Obligor or any other assets Person or any of property their respective assets. (b) All rights and interests of the Borrower holders of Senior Obligations hereunder, and all agreements and obligations of Payee and Subordinated Obligors under this Subordination Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity or the assets of property enforceability of any guarantor Revolving Credit Agreement or any other Loan Document as therein defined, or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, the Revolving Obligations, or any other amendment or waiver of or any consent to or departure from the Revolving Credit Agreement or any other Loan Document (as defined in the Revolving Credit Agreement), including any increase in the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor extension of the maturity thereof; (iii) any holder of Senior Obligations or releasing any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person Obligor from all or any part of the Senior Obligations; or (iii) Obligations by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with (iv) any enforcement or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due failure to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateralenforce, or any guarantor of delay in enforcing, any Loan Document (as defined in the Senior Obligations Revolving Credit Agreement); or (v) any other Personcircumstance which might otherwise constitute a defense available to, or a discharge of, any Senior Lender’s receipt on account of all Subordinated Obligor or part of the Senior Obligations of any cash, securities Payee or third party guarantor or surety other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid than payment in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without No present or future holder of Senior Obligations shall be prejudiced in its right to enforce subordination of Payee by any act or failure to act on the necessity part of any reservation of rights against it, and without notice Subordinated Obligor whether or not such act or failure shall give rise to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole rescission or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, other claim or released by a Senior Lender, in each case without notice to or further assent by cause of action on the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for hereinpart of Payee. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender Payee waives (i) promptness, diligence, notice of acceptance and any other notice with respect to the right to compel Senior Obligations and this Subordination Agreement and any requirement that the Collateral Administrative Agent or any Lender exhaust any right or take any action against any Subordinated Obligor or any other assets Person or any of property their respective assets. (b) All rights and interests of the Borrower holders of Senior Obligations hereunder, and all agreements and obligations of Payee and Subordinated Obligors under this Subordination Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity or the assets of property enforceability of any guarantor Credit Agreement or any other Loan Document as therein defined, or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, the Senior Obligations, or any other amendment or waiver of or any consent to or departure from the Credit Agreement or any other Loan Document, including any increase in the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor extension of the maturity thereof; (iii) any holder of Senior Obligations or releasing any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person Obligor from all or any part of the Senior Obligations; or (iii) Obligations by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with (iv) any enforcement or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due failure to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateralenforce, or any guarantor of the Senior Obligations delay in enforcing, any Loan Document; or (v) any other Personcircumstance which might otherwise constitute a defense available to, or a discharge of, any Senior Lender’s receipt on account of all Subordinated Obligor or part of the Senior Obligations of any cash, securities Payee or third party guarantor or surety other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid than payment in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without No present or future holder of Senior Obligations shall be prejudiced in its right to enforce subordination of Payee by any act or failure to act on the necessity part of any reservation of rights against it, and without notice Subordinated Obligor whether or not such act or failure shall give rise to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole rescission or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, other claim or released by a Senior Lender, in each case without notice to or further assent by cause of action on the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for hereinpart of Payee. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Each Intercompany Lender waives the right to compel that the Collateral any property or asset of any Intercompany Debtor or any other assets of property of the Borrower or the assets of property asset of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Each Intercompany Lender expressly waives the right to require the Administrative Agent or any Senior Lender to proceed against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s its or their power which the Subordinated that such Intercompany Lender cannot pursue and which that would lighten the Subordinated such Intercompany Lender’s burden, notwithstanding that the failure of a the Administrative Agent or any Senior Lender to do so may thereby prejudice the Subordinated such Intercompany Lender. The Subordinated Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by the Administrative Agent’s or any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person; (ii) by the Administrative Agent or any Senior Lender releasing the Borrowerany Intercompany Debtor, the Collateral or any other guarantor of the Senior any Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, Administrative Agent or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Trustee and the other Subordinated Lender waives Parties waive the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor be applied in any particular order to discharge the Senior Obligations. The Each Trustee and the other Subordinated Lender Parties expressly waives waive the right to require any the Senior Lender Parties to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor, or to pursue any other remedy in any Senior LenderParty’s power which the Subordinated Lender Parties cannot pursue and which would lighten the Subordinated Lender’s Parties’ burden, notwithstanding that the failure of a any Senior Lender Party to do so may thereby prejudice each Subordinated Party. Each Trustee and the other Subordinated Lender. The Subordinated Lender agrees Parties agree that it they shall not be discharged, exonerated or have its their respective obligations hereunder to a the Senior Lender Parties reduced (i) by any Senior LenderParty’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor; (ii) by any Senior Lender Party releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashParty. Any Senior LenderParty’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor, or any Senior LenderParty’s receipt on account of all or part of the Senior Obligations other than Discharge of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency caseSenior Obligations, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender Party hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashParties. (b) The Each Trustee and the other Subordinated Lender waives Parties waive all rights and defenses arising out of an election of remedies by any the Senior LenderParties, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the each Subordinated LenderParty’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor. The Each Subordinated Lender Party expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for securing the Senior Obligations. (c) The Each Trustee and the other Subordinated Lender agrees Parties agree that, without the necessity of any reservation of rights against itany of them, and without notice to or further assent by itany of them, any demand for payment of the any Senior Obligations made by a Senior Lender Party may be rescinded in whole or in part by such any Senior LenderParty, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower any Specified Subsidiary Guarantor or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor thereof or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderParties, in each case without notice to or further assent by any Subordinated Party (to the Subordinated Lenderextent contemplated by the Indenture), which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Trustee and the other Subordinated Lender waives Parties waive any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders Parties upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower Specified Subsidiary Guarantors in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower Specified Subsidiary Guarantors and the Senior Lenders Parties shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender Party acknowledges and agrees that each the Senior Lender has Parties have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender Party waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Subordinated Lender Lender, solely in its capacity as a Subordinated Lender, waives the right to compel that the Collateral or any other assets of property of the any Subordinated Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Each Subordinated Lender Lender, solely in its capacity as a Subordinated Lender, expressly waives the right to require any the Senior Lender Lenders to proceed against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the such Subordinated Lender cannot pursue and which would lighten the such Subordinated Lender’s burden, notwithstanding that the failure of a any Senior Lender to do so may thereby prejudice the such Subordinated Lender. The Each Subordinated Lender Lender, solely in its capacity as a Subordinated Lender, agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Lenders reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the any Subordinated Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the any Subordinated Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashLenders. (b) The Each Subordinated Lender waives all rights and defenses arising out of an election of remedies by any the Senior LenderLenders, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the such Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person. The Each Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such the Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the applicable Subordinated Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderLenders, in each case without notice to or further assent by the any Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the each Subordinated Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the each Subordinated Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender acknowledges and agrees that each the Senior Lender has Lenders have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Each Subordinated Lender expressly waives the right to require any the Senior Lender Lenders to proceed against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the such Subordinated Lender cannot pursue and which would lighten the such Subordinated Lender’s burden, notwithstanding that the failure of a any Senior Lender to do so may thereby prejudice the such Subordinated Lender. The Each Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Lenders reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the any Subordinated Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the any Subordinated Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations other than the payment in full in cash thereof of any cash, securities or other property distributed in any bankruptcy, reorganization, insolvency or insolvency caselike proceeding, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender hereunder to the Senior Lenders. This Section 2(a) is subject to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashapplicable law. (b) The Subject to any applicable law, each Subordinated Lender waives all rights and defenses arising out of an election of remedies by any the Senior LenderLenders, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the such Subordinated Lender’s rights of subrogation, reimbursement, reimbursement or contribution against the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person. The Subject to any applicable law, each Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which that limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal Personal property Collateral for the Senior Obligations. (c) The Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such the Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the applicable Subordinated Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderLenders, in each case case, subject to any applicable law, without notice to or further assent by the any Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Subordinated Lender waives waives, subject to any applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the each Subordinated Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the each Subordinated Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender acknowledges and agrees that each the Senior Lender has Lenders have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of or property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral Borrower or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, Borrower or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender waives Notice of acceptance of this Guarantee, the right making of loans and advances and providing other financial accommodations to compel that Borrower and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or each Guarantor is entitled are hereby waived by Guarantors. Guarantors also waive notice of and hereby consent to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the Collateral Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Foothill for the obligations of Borrower or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against Borrower or any other Person be applied Obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations and (v) any financing by Foothill of Borrower, or consent to the use of cash collateral by Foothill, under Section 364 of the United States Bankruptcy Code, Section 363 of the United States Bankruptcy Code, or any similar statute in any particular order to discharge jurisdiction. Guarantors agree that the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor amount of the Senior Guaranteed Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated diminished and the liability of Guarantors hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Guaranteed Obligations shall affect, impair or be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations; , or any Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the liability of Guarantors hereunder shall not be discharged or impaired in any respect by reason of any failure by Foothill to perfect or continue perfection of any lien or security interest in any collateral or any delay by Foothill in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, Guarantors shall be liable therefor, even if Borrower's liability for such amounts does not, or ceases to, exist by operation of law. Guarantors acknowledge that Foothill has not made any representations to Guarantors with respect to Borrower, any other Obligor or otherwise in connection with the execution and delivery by Guarantors of this Guarantee and Guarantors are not in any respect relying upon Foothill or any statements by Foothill in connection with this Guarantee. (iiic) Guarantors shall not exercise any rights which they may have acquired by way of subrogation under this Guarantee, by any payment made hereunder or otherwise nor shall Guarantors seek any reimbursement from any of the parties to the Financing Agreements in respect of payments made by the discharge Guarantors hereunder, unless and until all of the BorrowerGuaranteed Obligations shall have been paid to Foothill and discharged, in full, and if any payment shall be made to the Collateral Guarantors on account of such subrogation or reimbursement rights at any guarantor of time when the Senior Guaranteed Obligations shall not have been paid and discharged, in full, each and every amount so paid shall forthwith be paid to Foothill to be credited and applied against the Guaranteed Obligations, whether matured or unmatured. (d) If, pursuant to applicable law, any other Person Guarantor, by an operation of law payment or otherwise, becomes subrogated to all or any of the rights of Foothill under any of the Financing Agreements, the rights of Foothill to which such Guarantor shall be subrogated shall be accepted by such Guarantor "as is" and without any representation or warranty of any kind by Foothill, express or implied, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating respect to the Borrowerlegality, the Collateralvalue, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any guarantor particular purpose of any collateral and shall be without recourse to Foothill. (e) If Foothill may, under applicable law, proceed to realize its benefits under any of the Senior Obligations Financing Agreements giving Foothill a lien upon any collateral, whether owned by any of the parties to the Financing Agreements or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Foothill may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guarantee. If, in the exercise of any of its rights and remedies, Foothill shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any of the parties to the Financing Agreement or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations whether because of any cashapplicable laws pertaining to "election of remedies" or the like, securities the Guarantors hereby consent to such action by Foothill and, to the extent permitted by applicable law, waive any claim based upon such action, even if such action by Foothill shall result in a full or other property distributed in partial loss of any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce rights of subrogation which the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations Guarantors might otherwise have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an had but for such action by Foothill. Any election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for which results in the Senior Obligations, has impaired the value denial or impairment of the Subordinated Lender’s rights right of subrogationFoothill to seek a deficiency judgment against any of the parties to the Financing Agreements shall not, reimbursementto the extent permitted by applicable law, impair the Guarantors' obligation to pay the full amount of the Guaranteed Obligations. In the event Foothill shall bid at any foreclosure or contribution trustee's sale or at any private sale permitted by law or the Financing Agreements, Foothill may bid all or less than the amount of the Guaranteed Obligations and the amount of such bid need not be paid by Foothill but shall be credited against the Borrower or any other guarantor Guaranteed Obligations. To the extent permitted by applicable law, the amount of the Senior Obligations or successful bid at any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees thatsuch sale, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor whether Foothill or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by is the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of themsuccessful bidder, shall be conclusively deemed conclusively to have been created, contracted or incurred be the fair market value of the collateral and the consent given to create difference between such bid amount and the obligations remaining balance of the Borrower in respect Guaranteed Obligations shall be conclusively deemed to be the amount of the Subordinated Guaranteed Obligations in reliance upon guaranteed under this Subordination AgreementGuarantee, and all dealings between notwithstanding that any present or future law or court decision or ruling may have the Borrower and effect of reducing the Senior Lenders shall amount of any deficiency claim to which Foothill might otherwise be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided entitled but for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultsuch bidding at any such sale.

Waivers and Consents. (a) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, the right to compel that the Collateral any property or asset of any Intercompany Debtor or any other assets of property of the Borrower or the assets of property asset of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Each Intercompany Lender expressly waives waives, to the extent permitted by applicable law, the right to require the Collateral Agent or any other Senior Lender to proceed against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person, or to pursue any other remedy in any Senior Lender’s its or their power which the Subordinated that such Intercompany Lender cannot pursue and which that would lighten the Subordinated such Intercompany Lender’s burden, notwithstanding that the failure of a the Collateral Agent or any other Senior Lender to do so may thereby prejudice the Subordinated such Intercompany Lender. The Subordinated Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by the Collateral Agent’s or any other Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person; (ii) by the Collateral Agent or any other Senior Lender releasing the Borrowerany Intercompany Debtor, the Collateral or any other guarantor of the Senior Obligations any Obligation or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations Collateral Agent or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, all rights and defenses arising out of an election of remedies by the Collateral Agent or any other Senior Lender, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligationsany property or asset securing any Obligation, has impaired the value of the Subordinated such Intercompany Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other Intercompany Debtor, any guarantor of the Senior Obligations or any other Person. The Subordinated Each Intercompany Lender expressly waives waives, to the extent permitted by law, any rights or defenses (other than the defense of payment or performance) it may have by reason of protection afforded to the Borrower or any other Intercompany Debtor, any guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which that limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsassets securing any Obligation. (c) The Subordinated Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations any Obligation made by a the Collateral Agent or any other Senior Lender may be rescinded in whole or in part by such Senior LenderPerson, and any Senior Obligation may be continued, and the Senior Obligations, Obligations or the liability of the Borrower any Intercompany Debtor, any guarantor thereof or any other guarantor or any other party upon or for any part thereofPerson obligated thereunder, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the Collateral Agent or any other Senior Lender, in each case without notice to or further assent by the Subordinated such Intercompany Lender, which will remain bound under this Subordination Agreement hereunder, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Intercompany Debtor in respect of the Subordinated Obligations Intercompany Indebtedness shall be deemed conclusively to have been given, in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Each Intercompany Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting waives, to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and extent permitted by applicable law, any protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral or any other assets of or property of the Borrower or the assets of or property of any guarantor Guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any the Senior Lender Lenders to proceed against the Borrower, the Collateral or any guarantor Guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a any Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Lenders reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor Guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor Guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor Guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor Guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations other than the indefeasible payment in full in cash thereof of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashLenders. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any the Senior LenderLenders, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other guarantor Guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor Guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such the Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor Guarantor or any other party upon or for any part thereof, or any Collateral or guarantee guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderLenders, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, Obligations shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each the Senior Lender has Lenders have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender waives promptness, diligence, notice of acceptance and any other notice with respect to the right to compel Senior Debt and this Subordination Agreement and any requirement that the Collateral or any other assets of property of the Borrower Senior Noteholders or the assets of property of Senior Notes Trustee exhaust any guarantor of the Senior Obligations right or take any action against any Subordinated Obligor or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor of their respective assets. (b) All rights and interests of the Senior Obligations or any other PersonNoteholders, or to pursue any other remedy and all agreements and obligations of the Lender and Subordinated Obligors under this Subordination Agreement, shall remain in any Senior Lender’s power which the Subordinated Lender cannot pursue full force and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced effect irrespective of: (i) by any lack of validity or enforceability of any Senior Lender’s delay in proceeding against or enforcing any remedy against the BorrowerNote Document, the Collateral or any guarantor of the Senior Obligations agreement or any other Personinstrument relating thereto; (ii) by any change in the time, manner or place of payment of, or in any other term of, any Senior Lender releasing the BorrowerDebt, the Collateral or any other guarantor amendment or waiver of or any consent to or departure from any Senior Note Document, including any increase in the Senior Debt or extension of the maturity thereof; (iii) any Senior Obligations Noteholder or the Senior Notes Trustee releasing any other Person Subordinated Obligor from all or any part of the Senior Obligations; or (iii) Debt by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with (iv) any enforcement or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due failure to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateralenforce, or any delay in enforcing, any Senior Note Document; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subordinated Obligor or the Lender or third party guarantor or surety other than payment in full of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior ObligationsDebt. (c) The Subordinated Lender agrees thatNo present or future Senior Noteholder, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of nor the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of themNotes Trustee, shall be deemed conclusively prejudiced in its right to have been created, contracted or incurred and the consent given to create the obligations enforce subordination of the Borrower in respect Lender by any act or failure to act on the part of any Subordinated Obligor whether or not such act or failure shall give rise to any right of rescission or other claim or cause of action on the part of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultLender.

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral Borrower or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, Borrower or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Subordinated Lender hereby waives the right to compel that the Collateral or promptness, diligence, notice of acceptance and any other assets of property of the Borrower or the assets of property of notice with respect to any guarantor of the Senior Obligations and this Agreement and any requirement that any Senior Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any Subordinated Borrower or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral person or entity or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a any Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower any Subordinated Borrower, any of its subsidiaries or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, replaced, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderLenders, in each case without notice to or further assent by the any Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements of the Subordinated Lenders provided for herein. (dc) The Each Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower Subordinated Borrowers in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower Subordinated Borrowers and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender acknowledges and agrees that each the Senior Lender has Lenders have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default. (d) Each Subordinated Lender hereby waives, to the extent permitted by applicable law, any duty on the part of the Senior Lenders to disclose to it any fact known or hereafter known by the Senior Lenders relating to the operation or financial condition of any Subordinated Borrower, any of its subsidiaries, or their respective businesses. Each Subordinated Lender enters into this Agreement based solely upon its independent knowledge of each Subordinated Borrower’s results of operations, condition (financial or otherwise) and business and each Subordinated Lender assumes full responsibility for obtaining any further or future information with respect to such Subordinated Borrower, any of its subsidiaries or their respective results of operations, condition (financial or otherwise) or business.

Waivers and Consents. (a) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, the right to compel that the Collateral any property or asset of any Intercompany Debtor or any other assets of property of the Borrower or the assets of property asset of any guarantor of the Senior Obligations or any other Person Credit Party be applied in any particular order to discharge the Senior Obligations. The Subordinated Each Intercompany Lender expressly waives waives, to the extent permitted by applicable law, the right to require the Administrative Agent or any other Senior Lender to proceed against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person, or to pursue any other remedy in any Senior Lender’s its or their power which the Subordinated that such Intercompany Lender cannot pursue and which that would lighten the Subordinated such Intercompany Lender’s burden, notwithstanding that the failure of a the Administrative Agent or any other Senior Lender to do so may thereby prejudice the Subordinated such Intercompany Lender. The Subordinated Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by the Administrative Agent’s or any other Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person; (ii) by the Administrative Agent or any other Senior Lender releasing the Borrowerany Intercompany Debtor, the Collateral or any other guarantor of the Senior Obligations any Obligation or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations Administrative Agent or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (ba) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, all rights and defenses arising out of an election of remedies by the Administrative Agent or any other Senior Lender, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligationsany property or asset securing any Obligation, has impaired the value of the Subordinated such Intercompany Lender’s rights of subrogation, reimbursement, or contribution against the Borrower any Intercompany Debtor or any other guarantor of the Senior Obligations or any other PersonCredit Party. The Subordinated Each Intercompany Lender expressly waives waives, to the extent permitted by law, any rights or defenses (other than the defense of payment or performance) it may have by reason of protection afforded to the Borrower any Intercompany Debtor or any other guarantor of the Senior Obligations or any other Person Credit Party with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which that limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsassets securing any Obligation. (cb) The Subordinated Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations any Obligation made by a the Administrative Agent or any other Senior Lender may be rescinded in whole or in part by such Senior LenderPerson, and any Senior Obligation may be continued, and the Senior Obligations, Obligations or the liability of the Borrower any Intercompany Debtor or any other guarantor or any other party upon or for any part thereofCredit Party obligated thereunder, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the Administrative Agent or any other Senior Lender, in each case without notice to or further assent by the Subordinated such Intercompany Lender, which will remain bound under this Subordination Agreement hereunder, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (dc) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Intercompany Debtor in respect of the Subordinated Obligations Intercompany Indebtedness of such Intercompany Debtor shall be deemed conclusively to have been given, in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Each Intercompany Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting waives, to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and extent permitted by applicable law, any protest, demand for payment and notice of defaultdefault in respect of the Obligations.

Waivers and Consents. (a) The Each Subordinated Lender waives the right to compel that the Collateral or any other assets of property of the Borrower or the assets of property of any Subordinated Debtor, any other guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Each Subordinated Lender expressly waives the right to require any Senior Lender to that the Administrative Agent proceed against the BorrowerCollateral, the Collateral or any Subordinated Debtor, any other guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s its power which the such Subordinated Lender cannot pursue and which would lighten the such Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender the Administrative Agent to do so may thereby prejudice the such Subordinated Lender. The Each Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Lenders reduced by (i) by any Senior Lenderthe Administrative Agent’s delay in proceeding against or enforcing any remedy against the BorrowerCollateral, the Collateral or any Subordinated Debtor, any other guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender the Administrative Agent releasing the BorrowerCollateral, the Collateral or any Subordinated Debtor, any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the BorrowerCollateral, the Collateral or any Subordinated Debtor, any other guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashthe Administrative Agent. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any Subordinated Debtor, any other guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, reorganization or insolvency case, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashLenders. (b) The Each Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lenderthe Administrative Agent, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for any property or assets securing the Senior Obligations, has impaired the value of the such Subordinated Lender’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any Subordinated Debtor, any other guarantor of the Senior Obligations or any other Person. The Each Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any Subordinated Debtor, any other guarantor of the Senior Obligations or any other Person with respect to the any Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real any property or personal property Collateral for assets securing the Senior Obligations. (c) The Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender the Administrative Agent may be rescinded in whole or in part by such Senior LenderPerson, and any Senior Obligation Obligations may be continued, and the Senior Obligations, Obligations or the liability of the Borrower any Subordinated Debtor, any other guarantor thereof or any other guarantor or any other party upon or for any part thereofPerson obligated thereunder, or any Collateral or guarantee therefor Guarantee therefor, or any right of offset setoff with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a Senior Lenderthe Administrative Agent, in each case without notice to or further assent by the such Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Subordinated Debtor in respect of the Subordinated Intercompany Obligations in reliance upon this Subordination Agreementshall be deemed conclusively to have been given, and all dealings between the Borrower Subordinated Debtors and the Senior Lenders shall be deemed conclusively to have been consummated consummated, in reliance upon this Subordination Agreement. The Each Subordinated Lender acknowledges and agrees that each the Senior Lender has Lenders have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Intercompany Obligations. The Each Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and any protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or Obligors are entitled are hereby waived by Guarantor. (b) Guarantor also waives notice of and hereby consents to: (i) any amendment, modification, supplement, extension, renewal, or restatement of the Third Amended and Restated Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Third Amended and Restated Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased; (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lender, US Collateral Agent or any Secured Party for the obligations of Borrower or any Obligor, including, without limitation, the surrender or release by Lender waives or US Collateral Agent of Guarantor hereunder; (iii) the right to compel that exercise of, or refraining from the Collateral exercise of, any rights against Borrower, Guarantor or any other assets Obligor or any collateral; (iv) the settlement, compromise or release of, or the waiver of property any default with respect to, any of the Guaranteed Obligations; and (v) any financing by Lender of Borrower or the assets of property of any guarantor under Section 364 of the Senior Obligations Bankruptcy Code or any other Person be applied in any particular order consent to discharge the Senior Obligations. The Subordinated use of cash collateral by Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor under Section 363 of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (c) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower or any Obligor in respect of any of the BorrowerGuaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Lender or US Collateral Agent to perfect or continue perfection of any lien or security interest in any collateral or any guarantor of delay by Lender or US Collateral Agent in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of Obligor under the Senior Obligations Bankruptcy Code or any other Personsimilar statute, Guarantor shall be liable therefor, even if Borrower’s or such Obligor’s liability for such amounts does not, or ceases to, exist by operation of law. The Subordinated Guarantor acknowledges that Lender expressly waives and US Collateral Agent has not made any rights or defenses it may have by reason of protection afforded representations to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by itBorrower, any demand for payment other Obligor or otherwise in connection with the execution and delivery by Guarantor of the Senior Obligations made by a Senior this Guarantee and Guarantor is not in any respect relying upon Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower US Collateral Agent or any other guarantor statements by Lender or any other party upon or for any part thereof, or any US Collateral or guarantee therefor or right of offset Agent in connection with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for hereinGuarantee. (d) The Subordinated Unless and until the indefeasible payment and satisfaction in full of all of the Guaranteed Obligations in immediately available funds and the termination of the financing arrangements of Lender with Borrower, Guarantor hereby irrevocably and unconditionally waives and relinquishes: (i) all statutory, contractual, common law, equitable and all other claims against Borrower or any Obligor, any collateral for the Guaranteed Obligations or other assets of Borrower or any other Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder; and (ii) any and all notice of the creation, renewal, extension other benefits which Guarantor might otherwise directly or accrual indirectly receive or be entitled to receive by reason of any of the Senior Obligations and notice of amounts paid by or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligationscollected or due from Guarantor, and Borrower or any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied other Obligor upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of Guaranteed Obligations or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultrealized from their property.

Waivers and Consents. (a) The Each Subordinated Lender waives the right to compel that the Collateral or any other assets of or property of the any Subordinated Borrower or any of its subsidiaries or the assets of or property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Each Subordinated Lender expressly waives the right to require any the Senior Lender Lenders to proceed against the any Subordinated Borrower, any of its subsidiaries, the Collateral Collateral, any other assets or property of any Subordinated Borrower or any of its subsidiaries or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the such Subordinated Lender cannot pursue and which would lighten the such Subordinated Lender’s burden, notwithstanding that the failure of a any Senior Lender to do so may thereby prejudice the such Subordinated Lender. The Each Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Lenders reduced by (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the any Subordinated Borrower, any of its subsidiaries, the Collateral or any other asset or property of any Subordinated Borrower or any of its subsidiaries or any guarantor of the Senior Obligations or any other Person; , (ii) by any Senior Lender releasing the any Subordinated Borrower, any of its subsidiaries, the Collateral or any other asset or property of any Subordinated Borrower or any of its subsidiaries or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Obligations or (iii) by the discharge of the any Subordinated Borrower, any of its subsidiaries, the Collateral or any other asset or property of any Subordinated Borrower or any of its subsidiaries or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the any Subordinated Borrower, any of its subsidiaries, the Collateral, Collateral or any other asset or property of any Subordinated Borrower or any of its subsidiaries or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations Obligations, other than the unconditional, final and irrevocable payment in full in cash thereof, of any cash, securities securities, property or other property assets distributed in any bankruptcy, reorganization, insolvency or insolvency casesimilar proceeding, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashLenders. (b) The Each Subordinated Lender waives all rights and defenses arising out of an election of remedies by any the Senior LenderLenders, even though that election of remedies, including, without limitation, any nonjudicial non-judicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the such Subordinated Lender’s rights of subrogation, reimbursement, reimbursement or contribution against the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person. The To the extent permitted by applicable law, each Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial non-judicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a any Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower applicable Subordinated Borrower, any of its subsidiaries or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, replaced, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderLenders, in each case without notice to or further assent by the any Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements of the Subordinated Lenders provided for herein. (d) The Each Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the each Subordinated Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the each Subordinated Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender acknowledges and agrees that each the Senior Lender has Lenders have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Agent (on behalf of its Relevant Subordinated Lender Parties) waives the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person Guarantor be applied in any particular order to discharge the Senior Obligations. The Each Agent (on behalf of its Relevant Subordinated Lender Parties) expressly waives the right to require any the Senior Lender Parties to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other PersonGuarantor, or to pursue any other remedy in any Senior LenderParty’s power which the such Relevant Subordinated Lender Parties cannot pursue and which would lighten the burden of those Relevant Subordinated Lender’s burdenParties, notwithstanding that the failure of a any Senior Lender Party to do so may thereby prejudice the each such Relevant Subordinated LenderParty. The Each Agent (on behalf of its Relevant Subordinated Lender Parties) agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Parties reduced (i) by any Senior LenderParty’s delay in proceeding against or enforcing any remedy against the BorrowerGuarantor, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender Party releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person Guarantor from all or any part (but not all) of the Senior Obligations; , or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person Guarantor by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Party. A Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior LenderParty’s vote to accept or reject any plan of reorganization relating to the Borrower, the CollateralGuarantor, or any guarantor of the a Senior Obligations or any other Person, or any Senior LenderParty’s receipt on account of all or part of the Senior Obligations other than the payment in full in cash thereof (other than any inchoate obligations for which no claim has been asserted) of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender Party hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashParties. (b) The Each Agent (on behalf of its Relevant Subordinated Lender Parties) waives all rights and defenses arising out of an election of remedies by any the Senior LenderParties, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the each such Relevant Subordinated LenderParty’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other guarantor Guarantor. Each Agent (on behalf of the Senior Obligations or any other Person. The its Relevant Subordinated Lender Parties) expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for securing the Senior Obligations. (c) The Each Agent (on behalf of its Relevant Subordinated Lender Parties) agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender Party may be rescinded in whole or in part by such Senior LenderParty, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower Guarantor or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor thereof or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderParties, in each case without notice to or further assent by any Relevant Subordinated Party (to the extent contemplated by the Subordinated LenderGuarantee to which that Agent is a party), which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Agent (on behalf of its Relevant Subordinated Lender Parties) waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders Parties upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower Guarantor in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower Guarantor and the Senior Lenders Parties shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Agent (on behalf of its Relevant Subordinated Lender Parties) acknowledges and agrees that each the Senior Lender has Parties have relied upon the subordination and other agreements provided for herein in consenting to the applicable Subordinated Obligations. The Each Agent (on behalf of its Relevant Subordinated Lender Parties) waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, protest, notice of protest, notice of non-payment or default and all other notices to which Borrower or Guarantor is entitled are hereby waived by Guarantor except to the extent such notice cannot be waived pursuant to applicable law. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the Loan Agreement and any of the other Financing Agreements to which Guarantor is not a party, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lender waives for the right to compel that the Collateral obligations of Borrower or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against Borrower or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Obligor or any guarantor collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Obligations Guaranteed Obligations, and (v) any financing by Lender of Borrower under Section 364 of the United States Bankruptcy Code or any other Person, or consent to pursue any other remedy in any Senior Lender’s power which the Subordinated use of cash collateral by Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the BorrowerGuaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Lender to perfect or continue perfection of any lien or security interest in any collateral or any guarantor of delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security Borrower under Insolvency Legislation, Guarantor shall be liable therefor, even if Borrower’s liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Guarantor acknowledges that Lender has not made any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded representations to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to Borrower, any other Obligor or otherwise in connection with the Senior Obligations pursuant to execution and delivery by Guarantor of this Guarantee and Guarantor is not in any anti-deficiency laws respect relying upon Lender or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany statements by Lender in connection with this Guarantee. (c) The Subordinated Guarantor hereby irrevocably and unconditionally waives and relinquishes in favour of Lender agrees thatall statutory, without the necessity of any reservation of rights contractual, common law, equitable and all other claims against it, and without notice to or further assent by itBorrower, any demand collateral for payment the Guaranteed Obligations or other assets of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantor, Borrower or any other party Obligor upon the Guaranteed Obligations or for any part thereofrealized from their property. Notwithstanding the foregoing, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time Lender acknowledges that Borrower may make subordinated loans to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, Guarantor which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, loans shall be deemed conclusively fully subordinated and assigned by Guarantor to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultLender.

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral any assets or any other assets of property of the Subordinated Borrower or the assets of or property of any guarantor of the Senior Obligations or any other Person person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender the Secured Parties to proceed against the Subordinated Borrower, any assets or property securing the Collateral Senior Obligations or any guarantor of the Senior Obligations or any other Personperson, or to pursue any other remedy in any Senior LenderSecured Party’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender any Secured Party to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender the Secured Parties reduced (i) by any Senior LenderSecured Party’s delay in proceeding against or enforcing any remedy against the Subordinated Borrower, any assets or property securing the Collateral Senior Obligations or any guarantor of the Senior Obligations or any other Personperson; (ii) by any Senior Lender Secured Party releasing the Subordinated Borrower, any assets or property securing the Collateral Senior Obligations or any other guarantor of the Senior Obligations or any other Person person from all or any part of the Senior Obligations; or (iii) by the discharge of the Subordinated Borrower, any assets or property securing the Collateral Senior Obligations or any guarantor of the Senior Obligations or any other Person person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashSecured Party. Any Senior LenderSecured Party’s vote to accept or reject any plan of reorganization relating to the Subordinated Borrower, any assets or property securing the CollateralSenior Obligations, or any guarantor of the Senior Obligations or any other Personperson, or any Senior LenderSecured Party’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case the Secured Parties until and unless all the Senior Obligations have been indefeasibly paid in full in cashfull. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lenderthe Secured Parties, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, reimbursement or contribution against the Subordinated Borrower or any other guarantor of the Senior Obligations or any other Personperson. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real any assets or property or personal property Collateral for securing the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender Secured Party may be rescinded in whole or in part by such Senior Lenderthe Secured Party, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Subordinated Borrower or any other guarantor or any other party person upon or for any part thereof, or any Collateral assets or property securing the Senior Obligations or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lenderthe Secured Parties, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders Secured Parties upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Subordinated Borrower in respect of the Subordinated Obligations Obligations, shall be deemed conclusively to have been created, contracted, incurred or given in reliance upon this Subordination Agreement, and all dealings between the Subordinated Borrower and the Senior Lenders Secured Parties shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has the Secured Parties have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Agent (on behalf of its Relevant Subordinated Lender Parties) waives the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person Guarantor be applied in any particular order to discharge the Senior Obligations. The Each Agent (on behalf of its Relevant Subordinated Lender Parties) expressly waives the right to require any the Senior Lender Parties to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other PersonGuarantor, or to pursue any other remedy in any Senior LenderParty’s power which the such Relevant Subordinated Lender Parties cannot pursue and which would lighten the burden of those Relevant Subordinated Lender’s burdenParties, notwithstanding that the failure of a any Senior Lender Party to do so may thereby prejudice the each such Relevant Subordinated LenderParty. The Each Agent (on behalf of its Relevant Subordinated Lender Parties) agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Parties reduced (i) by any Senior LenderParty’s delay in proceeding against or enforcing any remedy against the Borrowerany Guarantor, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender Party releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person Guarantor from all or any part (but not all) of the Senior Obligations; , or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person Guarantor by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Party. A Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior LenderParty’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateralany Guarantor, or any guarantor of the a Senior Obligations or any other Person, or any Senior LenderParty’s receipt on account of all or part of the Senior Obligations other than the payment in full in cash thereof (other than any inchoate obligations for which no claim has been asserted) of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender Party hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashParties. (b) The Each Agent (on behalf of its Relevant Subordinated Lender Parties) waives all rights and defenses arising out of an election of remedies by any the Senior LenderParties, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the each such Relevant Subordinated LenderParty’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other guarantor Guarantor. Each Agent (on behalf of the Senior Obligations or any other Person. The its Relevant Subordinated Lender Parties) expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for securing the Senior Obligations. (c) The Each Agent (on behalf of the Relevant Subordinated Lender Parties) agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender Party may be rescinded in whole or in part by such Senior LenderParty, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower any Guarantor or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor thereof or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderParties, in each case without notice to or further assent by any Relevant Subordinated Party (to the extent contemplated by the Subordinated LenderGuarantee to which that Agent is a party), which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Agent (on behalf of its Relevant Subordinated Lender Parties) waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders Parties upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower each Guarantor in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower each Guarantor and the Senior Lenders Parties shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Agent (on behalf of its Relevant Subordinated Lender Parties) acknowledges and agrees that each the Senior Lender has Parties have relied upon the subordination and other agreements provided for herein in consenting to the applicable Subordinated Obligations. The Each Agent (on behalf of its Relevant Subordinated Lender Parties) waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, waives the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of or property of any guarantor of the Senior Obligations or any other Person person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, expressly waives the right to require any Senior Lender the Secured Parties to proceed against the Borrower, any assets or property securing the Collateral Senior Obligations or any guarantor of the Senior Obligations or any other Personperson, or to pursue any other remedy in any Senior LenderSecured Party’s power which the Subordinated Lender Holders cannot pursue and which would lighten the Subordinated Lender’s burdenpursue, notwithstanding that the failure of a Senior Lender any Secured Party to do so may thereby prejudice the Subordinated LenderHolders. The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender the Secured Parties reduced (i) by any Senior LenderSecured Party’s delay in proceeding against or enforcing any remedy against the Borrower, any assets or property securing the Collateral Senior Obligations or any guarantor of the Senior Obligations or any other Personperson; (ii) by any Senior Lender Secured Party releasing the Borrower, any assets or property securing the Collateral Senior Obligations or any other guarantor of the Senior Obligations or any other Person person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, any assets or property securing the Collateral Senior Obligations or any guarantor of the Senior Obligations or any other Person person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashSecured Party. Any Senior LenderSecured Party’s vote to accept or reject any plan of reorganization relating to the Borrower, any assets or property securing the CollateralSenior Obligations, or any guarantor of the Senior Obligations or any other Personperson, or any Senior LenderSecured Party’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency casecase (other than payment in full in cash of the Senior Obligations), shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender Holder Representative and the Subordinated Holders hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashthe Secured Parties. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the Credit Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Credit Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lender waives for the right to compel that the Collateral obligations of Borrower or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an "OBLIGOR" and collectively, the "OBLIGORS"), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against Borrower or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Obligor or any guarantor collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Guaranteed Obligations and (v) any financing by Lender of Borrower under Section 364 of the United States Bankruptcy Code or any other Person, or consent to pursue any other remedy in any Senior Lender’s power which the Subordinated use of cash collateral by Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the BorrowerGuaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Lender to perfect or continue perfection of any lien or security interest in any collateral or any guarantor of delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if Borrower's liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Guarantor acknowledges that Lender has not made any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded representations to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to Borrower, any other Obligor or otherwise in connection with the Senior Obligations pursuant to execution and delivery by Guarantor of this Guarantee and Guarantor is not in any anti-deficiency laws respect relying upon Lender or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany statements by Lender in connection with this Guarantee. (c) The Subordinated Lender agrees thatGuarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, without the necessity of any reservation of rights contractual, common law, equitable and all other claims against it, and without notice to or further assent by itBorrower, any demand collateral for payment the Guaranteed Obligations or other assets of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantor, Borrower or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied Obligor upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of Guaranteed Obligations or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultrealized from their property.

Waivers and Consents. (a) The Subordinated Notice of acceptance of this Guaranty, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any Borrower or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, waiver, extension, renewal, or restatement of the Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guaranty made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Agent or any Lender waives for the right to compel that the Collateral obligations of any Borrower or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against any Borrower or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Obligor or any guarantor collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Guaranteed Obligations and (v) any financing by Agent or any other Person, Lender of any Borrower under Section 364 of the United States Bankruptcy Code or consent to pursue the use of cash collateral by Agent or any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guaranty, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of any Borrower in respect of any of the Guaranteed Obligations, or Guarantor in respect of this Guaranty, affect, impair or be a defense to this Guaranty. Without limitation of the foregoing, the liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Agent to perfect or continue perfection of any lien or security interest in any collateral or any delay by Agent in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to any Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if such Borrower’s liability for such amounts does not, or ceases to, exist by operation of law. Guarantor acknowledges that neither Agent nor any Lender has not made any representations to Guarantor with respect to any Borrower, any other Obligor or otherwise in connection with the Collateral execution and delivery by Guarantor of this Guaranty and Guarantor is not in any respect relying upon Agent or any guarantor Lender or any statements by Agent or any Lender in connection with this Guaranty. (c) To the fullest extent permitted by law, Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against all Borrowers, any collateral for the Guaranteed Obligations or other assets of the Senior Obligations any Borrower or any other Person by an operation of law Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or otherwise, with other recourse in respect to sums paid or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due payable to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, Agent or any guarantor Lender by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of the Senior Obligations any amounts paid by or collected or due from Guarantor, any Borrower or any other PersonObligor upon the Guaranteed Obligations or realized from their property. The foregoing waiver of rights is made in favor of Agent and the Lenders only and shall not be deemed a waiver of such rights for the benefit of any other creditors of any Borrower, Guarantor or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashObligor. (bd) The Subordinated Lender Guarantor hereby irrevocably and unconditionally waives and relinquishes any right to revoke this Guaranty that Guarantor may now have or hereafter acquire. (e) Without limiting the generality of any other waiver or other provision set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses arising out of an election of remedies by any Senior LenderAgent, even though that election of remedies, including, without limitation, any such as a nonjudicial foreclosure with respect to security for the Senior Obligationsa Guaranteed Obligation, has impaired the value of the Subordinated Lenderdestroyed Guarantor’s rights of subrogation, reimbursement, or contribution subrogation and reimbursement against any Borrower. (f) Without limiting the Borrower or generality of any other guarantor waiver or other provision set forth in this Guaranty, Guarantor waives all rights and defenses that Guarantor may have because the Guaranteed Obligations are secured by real property. This means, among other things: (i) Agent may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by any Borrower; and (ii) if Agent forecloses on any real property collateral pledged by any Borrower: (A) the amount of the Senior Guaranteed Obligations or may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B) Agent may collect from Guarantor even if Agent, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from such Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Guaranteed Obligations are secured by real property. (g) Without limiting the generality of any other Person. The Subordinated Lender expressly waiver or other provision set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives any rights or defenses it may have by reason of protection afforded and relinquishes, to the Borrower maximum extent such waiver or relinquishment is permitted by applicable law, all rights to interpose claims, deductions, setoffs or counterclaims of any nature (other guarantor of the Senior Obligations than compulsory counterclaims) in any action or any other Person proceeding with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtorthis Guaranty, Guarantor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereofobligations hereunder, or any Collateral matter arising from or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting related to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultforegoing.

Waivers and Consents. Subject to and in accordance with the terms and provisions of this Guaranty: (a) The Subordinated Lender Except as required in Section 2 above, Guarantor hereby waives the right to compel that the Collateral or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor notice of the Senior Obligations or any other Personacceptance of this Guaranty; (ii) by presentment and demand concerning the liabilities of Guarantor; and (iii) any Senior Lender releasing the Borrower, the Collateral right to require that any action or proceeding be brought against Obligor or any other guarantor person, or to require that Counterparty seek enforcement of the Senior Obligations any performance against Obligor or any other Person person, prior to any action against Guarantor under the terms hereof. (b) No delay by Counterparty in the exercise of (or failure by Counterparty to exercise) any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of Guarantor from its obligations hereunder (with the understanding, however, that the foregoing shall not be deemed to constitute a waiver by Guarantor of any rights or defenses which Guarantor may at any time have pursuant to or in connection with any applicable statutes of limitation). (c) Without notice to or the consent of Guarantor, and without impairing or releasing Guarantor’s obligations under this Guaranty, Counterparty may: (i) change the manner, place or terms for payment of all or any part of the Senior Obligations (including renewals, extensions or other alterations of the Obligations); (ii) release any person (other than Obligor or Guarantor) from liability for payment of all or any of the Obligations; or (iii) by the discharge receive, substitute, surrender, exchange or release any collateral or other security for any or all of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashObligations. (bd) The Subordinated Lender Until all Obligations are indefeasibly paid, the Guarantor hereby waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against contribution, and indemnity from the Borrower or Obligor and any other guarantor of collateral held therefor, and the Senior Obligations or Guarantor hereby subordinates all rights under any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded debts owing from the Obligor to the Borrower Guarantor, whether now existing or any other guarantor of the Senior Obligations or any other Person with respect hereafter arising, to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for prior payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The 1. Each Subordinated Lender waives the right to compel that the Collateral or any other assets of property of the any Subordinated Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior ObligationsObligations other than the order contemplated in the Intercreditor Agreement. The Each Subordinated Lender expressly waives the right to require any the Senior Lender Secured Parties to proceed against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior LenderSecured Party’s power which the such Subordinated Lender cannot pursue and which would lighten the such Subordinated Lender’s burden, notwithstanding that the failure of a any Senior Lender Secured Party to do so may thereby prejudice the such Subordinated Lender. The Each Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Secured Parties reduced (i) by any Senior LenderSecured Party’s delay in proceeding against or enforcing any remedy against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender Secured Party releasing the any Subordinated Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashSecured Party. Any Senior LenderSecured Party’s vote to accept or reject any plan of reorganization relating to the any Subordinated Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior LenderSecured Party’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashSecured Parties. (b) The 2. Each Subordinated Lender waives all rights and defenses arising out of an election of remedies by any the Senior LenderSecured Parties, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the such Subordinated Lender’s rights of subrogation, reimbursement, reimbursement or contribution against the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person. The Each Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal Personal property Collateral for the Senior Obligations. (c) The 3. Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender Secured Party may be rescinded in whole or in part by such the Senior LenderSecured Party, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the applicable Subordinated Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderSecured Parties, in each case without notice to or further assent by the any Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The 4. Each Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders Secured Parties upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the each Subordinated Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the each Subordinated Borrower and the Senior Lenders Secured Parties shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender acknowledges and agrees that each the Senior Lender has Secured Parties have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any Borrower or any Guarantor are entitled are hereby waived by each Guaranteeing Party. Each Guaranteeing Party also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the right Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any Collateral, and the guarantee made herein shall apply to compel that the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of Collateral or guarantees now or at any time held by or available to Agent for itself and the benefit of Lenders for the obligations of any Obligor, including, without limitation, the surrender or release by Agent of any Guaranteeing Party hereunder, (iii) the exercise of, or refraining from the exercise of any rights against any Borrower, Guarantor, any Guaranteeing Party or any other assets Obligor or any Collateral, (iv) the settlement, compromise or release of, or the waiver of property any default with respect to, any of the Borrower Guaranteed Obligations and (v) any financing by Agent or the assets of property any Lender of any guarantor Borrower under Section 364 of the Senior Obligations Bankruptcy Code or consent to the use of cash collateral by Agent or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor Lenders under Section 363 of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding Bankruptcy Code. Each Guaranteeing Party agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guaranteeing Parties hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of any Borrower in respect of any of the BorrowerGuaranteed Obligations, or any Guaranteeing Party in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the liability of the Guaranteeing Parties hereunder shall not be discharged or impaired in any respect by reason of any failure by Agent to perfect or continue perfection of any lien or security interest in any Collateral or any guarantor of delay by Agent in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security any Borrower under the Bankruptcy Code or any similar statute, Guaranteeing Parties shall be liable therefor, even if such Borrower’s liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Each Guaranteeing Party acknowledges that Agent has not made any other guarantor of the Senior Obligations or representations to any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person Guaranteeing Party with respect to any Borrower, Guarantor, any other Obligor or otherwise in connection with the Senior Obligations pursuant to execution and delivery by Guaranteeing Parties of this Guarantee and Guaranteeing Parties are not in any anti-deficiency laws respect relying upon Agent or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany statements by Agent in connection with this Guarantee. (c) The Subordinated Lender agrees thatUnless and until the indefeasible payment and satisfaction in full in cash of all of the Guaranteed Obligations in immediately available funds and the termination of the financing arrangements of Agent and Lenders with Borrowers, without each Guaranteeing Party hereby irrevocably and unconditionally waives and relinquishes (i) all statutory, contractual, common law, equitable and all other claims against any Borrower, any Collateral for the necessity Guaranteed Obligations or other assets of any reservation of rights against itBorrower, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower Guarantor or any other guarantor Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or any Lender by any Guaranteeing Party hereunder and (ii) any and all other benefits which any Guaranteeing Party might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantors, Borrowers or any other party Obligor upon the Guaranteed Obligations or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, realized from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreementtheir property. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender Each Guaranteeing Party acknowledges and agrees (i) that each Senior Lender has relied upon the subordination foregoing waiver is intended to benefit Agent and other Lenders and shall not limit or otherwise affect any Guaranteeing Party’s liability hereunder or the enforceability of this Guarantee, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements provided for herein this Section 2(c) and their rights under this Section 2(c) shall survive payment in consenting to full of the Subordinated Guaranteed Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Each Intercompany Lender waives the right to compel that the Collateral any property or asset of any Intercompany Debtor or any other assets of property of the Borrower or the assets of property asset of any guarantor of the Senior Secured Obligations or any other Person be applied in any particular order to discharge the Senior Secured Obligations. The Subordinated Each Intercompany Lender expressly waives the right to require the Administrative Agent or any Senior Lender to proceed against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Secured Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s its or their power which the Subordinated that such Intercompany Lender cannot pursue and which that would lighten the Subordinated such Intercompany Lender’s 's burden, notwithstanding that the failure of a the Administrative Agent or any Senior Lender to do so may thereby prejudice the Subordinated such Intercompany Lender. The Subordinated Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by the Administrative Agent's or any Senior Lender’s 's delay in proceeding against or enforcing any remedy against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Secured Obligations or any other Person; (ii) by the Administrative Agent or any Senior Lender releasing the Borrowerany Intercompany Debtor, the Collateral or any other guarantor of the Senior any Secured Obligations or any other Person from all or any part of the Senior Secured Obligations; or (iii) by the discharge of the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Secured Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, Administrative Agent or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Each Intercompany Lender waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Senior Lender, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior any property or asset securing any Secured Obligations, has impaired the value of the Subordinated such Intercompany Lender’s 's rights of subrogation, reimbursement, or contribution against the Borrower or any other Intercompany Debtor, any guarantor of the Senior Secured Obligations or any other Person. The Subordinated Each Intercompany Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other Intercompany Debtor, any guarantor of the Senior Secured Obligations or any other Person with respect to the Senior Secured Obligations pursuant to any anti-deficiency anti‑deficiency laws or other laws of similar import which that limit or discharge the principal debtor’s 's indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior assets securing any Secured Obligations. (c) The Subordinated Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior any Secured Obligations made by a the Administrative Agent or any Senior Lender may be rescinded in whole or in part by such Senior LenderPerson, and any Senior Secured Obligation may be continued, and the Senior Obligations, Secured Obligations or the liability of the Borrower any Intercompany Debtor, any guarantor thereof or any other guarantor or any other party upon or for any part thereofPerson obligated thereunder, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the Agents or the Senior LenderLenders, in each case without notice to or further assent by the Subordinated such Intercompany Lender, which will remain bound under this Subordination Agreement hereunder, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Each Intercompany Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Secured Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Secured Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Intercompany Debtor in respect of the Subordinated Obligations Intercompany Indebtedness shall be deemed conclusively to have been given, in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Each Intercompany Lender waives notice of or proof of reliance on this Subordination Agreement and any protest, demand for payment and notice of default.

Waivers and Consents. Payee waives (ai) The Subordinated Lender waives promptness, diligence, notice of acceptance and any other notice with respect to the right to compel Senior Obligations and this Subordination Agreement and any requirement that the Collateral Administrative Agent or any Lender exhaust any right or take any action against any Subordinated Obligor or any other assets Person or any of property their respective assets. All rights and interests of the Borrower holders of Senior Obligations hereunder, and all agreements and obligations of Payee and Subordinated Obligors under this Subordination Agreement, shall remain in full force and effect irrespective of: (i) any lack of validity or the assets of property enforceability of any guarantor Credit Agreement or any other Loan Document as therein defined, or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, the Obligations, or any other amendment or waiver of or any consent to or departure from the Credit Agreement or any other Loan Document, including any increase in the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor extension of the maturity thereof; (iii) any holder of Senior Obligations or releasing any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person Obligor from all or any part of the Senior Obligations; or (iii) Obligations by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with (iv) any enforcement or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due failure to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateralenforce, or any delay in enforcing, any Loan Document; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subordinated Obligor or Payee or third party guarantor or surety other than payment in full of the Senior Obligations. No present or future holder of Senior Obligations shall be prejudiced in its right to enforce subordination of Payee by any act or any other Person, or any Senior Lender’s receipt failure to act on account of all or the part of the Senior Obligations any Subordinated Obligor whether or not such act or failure shall give rise to any right of any cash, securities rescission or other property distributed in any bankruptcy, reorganization, claim or insolvency case, shall not discharge, exonerate, or reduce cause of action on the obligations part of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashPayee. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Subordinated Lender waives the right to compel that the Collateral or any other assets of property of the any Subordinated Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Each Subordinated Lender expressly waives the right to require any the Senior Lender Lenders to proceed against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the such Subordinated Lender cannot pursue and which would lighten the such Subordinated Lender’s burden, notwithstanding that the failure of a any Senior Lender to do so may thereby prejudice the such Subordinated Lender. The Each Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Lenders reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the any Subordinated Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the any Subordinated Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashLenders. (b) The Each Subordinated Lender waives all rights and defenses arising out of an election of remedies by any the Senior LenderLenders, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the such Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person. The Each Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such the Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the applicable Subordinated Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderLenders, in each case without notice to or further assent by the any Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the each Subordinated Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the each Subordinated Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender acknowledges and agrees that each the Senior Lender has Lenders have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Each Intercompany Lender waives the right to compel that the Collateral any property or asset of any Intercompany Debtor or any other assets of property of the Borrower or the assets of property asset of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Each Intercompany Lender expressly waives the right to require any Agent or any Senior Lender to proceed against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s its or their power which the Subordinated that such Intercompany Lender cannot pursue and which that would lighten the Subordinated such Intercompany Lender’s 's burden, notwithstanding that the failure of a any Agent or any Senior Lender to do so may thereby prejudice the Subordinated such Intercompany Lender. The Subordinated Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Agent's or any Senior Lender’s 's delay in proceeding against or enforcing any remedy against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other PersonNote Party; (ii) by any Agent or any Senior Lender releasing the Borrowerany Intercompany Debtor, the Collateral or any other guarantor of the Senior any Obligations or any other Person Note Party from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person Note Party by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, Agent or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Each Intercompany Lender waives all rights and defenses arising out of an election of remedies by any Agent or any Senior Lender, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior any property or asset securing any Obligations, has impaired the value of the Subordinated such Intercompany Lender’s 's rights of subrogation, reimbursement, or contribution against the Borrower or any other Intercompany Debtor, any guarantor of the Senior Obligations or any other Person. The Subordinated Each Intercompany Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other Intercompany Debtor, any guarantor of the Senior Obligations or any other Person Note Party with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which that limit or discharge the principal debtor’s 's indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior assets securing any Obligations. (c) The Subordinated Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior any Obligations made by a any Agent or any Senior Lender may be rescinded in whole or in part by such Agent or Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, Obligations or the liability of the Borrower any Intercompany Debtor, any guarantor thereof or any other guarantor or any other party upon or for any part thereofPerson obligated thereunder, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the Agents or the Senior LenderLenders, in each case without notice to or further assent by the Subordinated such Intercompany Lender, which will remain bound under this Subordination Agreement hereunder, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Each Intercompany Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Intercompany Debtor in respect of the Subordinated Obligations Intercompany Indebtedness shall be deemed conclusively to have been given, in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Each Intercompany Lender waives notice of or proof of reliance on this Subordination Agreement and any protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Subordinated Lender waives (to the extent permitted by applicable law) the right to compel that the Collateral or any other assets of property of the any Subordinated Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Each Subordinated Lender expressly waives the right to require any the Senior Lender Lenders to proceed against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the such Subordinated Lender cannot pursue and which would lighten the such Subordinated Lender’s burden, notwithstanding that the failure of a any Senior Lender to do so may thereby prejudice the such Subordinated Lender. The Each Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Lenders reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Personperson; (ii) by any Senior Lender releasing the any Subordinated Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person person from all or any part of the Senior Obligations; or (iii) by the discharge of the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the any Subordinated Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Personperson, or any Senior Lender’s receipt on account of all or part of the Senior Obligations other than the indefeasible payment in full in cash thereof of any cash, cash securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, exonerate or reduce the obligations of the any Subordinated Lender hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashLenders. (b) The Each Subordinated Lender waives (to the extent permitted by applicable law) all rights and defenses arising out of an election of remedies by any the Senior LenderLenders, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the such Subordinated Lender’s rights of subrogation, reimbursement, reimbursement or contribution against the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Personperson. The Each Subordinated Lender expressly waives (to the extent permitted by applicable law) any rights or defenses it may have by reason of protection afforded to the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. 1 An LLC owner cannot agree to not file – the provision says “ to the extent permitted under applicable law” (c) The Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such the Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the applicable Subordinated Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderLenders, in each case without notice to or further assent by the any Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Subordinated Lender waives (to the extent permitted by applicable law) any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the each Subordinated Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the each Subordinated Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender acknowledges and agrees that each the Senior Lender has Lenders have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which each of Borrowers or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the Loan Agreement and any of the other Financing Agreements with respect to Borrowers only and not Guarantor, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lender waives for the right to compel that obligations of each of Borrowers or any Obligor, (iii) the Collateral exercise of, or refraining from the exercise of any rights against each of Borrowers or any other assets Obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of property any default with respect to, any of the Borrower or the assets Guaranteed Obligations and (v) any financing by Lender of property of any guarantor Borrowers under Section 364 of the Senior Obligations United States Bankruptcy Code or any other Person be applied in any particular order consent to discharge the Senior Obligations. The Subordinated use of cash collateral by Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor under Section 363 of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding United States Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrowers in respect of any of the BorrowerGuaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee (except the defense of payment in full). Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Lender to perfect or continue perfection of any lien or security interest in any collateral of the Borrowers or any guarantor delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to Borrowers under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if Borrowers' liability for such amounts does not, or ceases to, exist by operation of law. Guarantor acknowledges that Xxxxxx has not made any representations to Guarantor with respect to Borrowers, any other Obligor or otherwise in connection with the execution and delivery by Guarantor of this Guarantee and Guarantor is not in any respect relying upon Lender or any statements by Lender in connection with this Guarantee. (c) Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against Borrowers, any collateral of the Senior Borrowers for the Guaranteed Obligations or other assets of Borrowers or any other Person Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by an operation Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of law any amounts paid by or otherwisecollected or due from Guarantor, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations Borrowers or any other PersonObligor upon the Guaranteed Obligations or realized from their property, or any Senior Lender’s receipt on account of all or part of until the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Guaranteed Obligations have been indefeasibly paid and satisfied in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to Financing Agreements have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultterminated.

Waivers and Consents. (a) The Each Subordinated Lender waives the right to compel that the Collateral or any other assets of property of the any Subordinated Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Each Subordinated Lender expressly waives the right to require any the Senior Lender Lenders to proceed against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s 's power which the such Subordinated Lender cannot pursue and which would lighten the such Subordinated Lender’s 's burden, notwithstanding that the failure of a any Senior Lender to do so may thereby prejudice the such Subordinated Lender. The Each Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Lenders reduced (i) by any Senior Lender’s 's delay in proceeding against or enforcing any remedy against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the any Subordinated Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s 's vote to accept or reject any plan of reorganization relating to the any Subordinated Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s 's receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashLenders. (b) The Each Subordinated Lender waives all rights and defenses arising out of an election of remedies by any the Senior LenderLenders, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the such Subordinated Lender’s 's rights of subrogation, reimbursement, or contribution against the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person. The Each Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the any Subordinated Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s 's indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such the Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the applicable Subordinated Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderLenders, in each case without notice to or further assent by the any Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the each Subordinated Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the each Subordinated Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender acknowledges and agrees that each the Senior Lender has Lenders have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations obli- gations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral or any other assets Notice of property acceptance of this Guarantee and of the Borrower presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which the Subsidiary or the assets Guarantor may be entitled are hereby waived by the Guarantor. The Guarantor also waives notice of property and hereby consents to (i) any amendment, modification, supplement, extension, renewal or restatement of the Agreement and any of the other Acquisition Agreements that is signed by an authorized officer of the Subsidiary, and the guarantee made herein shall apply to the Agreement and the other Acquisition Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the exercise of, or refraining from the exercise of, any rights against the Subsidiary, and (iii) the settlement, compromise or release of, or the waiver of any guarantor default with respect to, any of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Guaranteed Obligations. The Subordinated Lender expressly waives Guarantor agrees that the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor liability of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guarantor hereunder shall not be discharged, exonerated released or have its obligations hereunder to a Senior Lender reduced (i) otherwise impaired or affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance that might otherwise constitute a defense available to or legal or equitable discharge of the Borrower, the Collateral or Subsidiary in respect of any guarantor of the Senior Obligations Guaranteed Obligations, affect, impair or any other Person by an operation of law be a defense to this Guarantee. As to interest, fees and expenses, whether arising before or otherwise, with or without after the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant Subsidiary under the United States Bankruptcy Code or any similar statute, the Guarantor shall be liable therefor, even if the Subsidiary's liability for such amounts does not, or ceases to, exist by operation of law. The Guarantor acknowledges that MCI has not made any representations to the Guarantor with respect to the Subsidiary or otherwise in connection with the execution and delivery by the Guarantor of this Guarantee and the Guarantor is not in any anti-deficiency laws respect relying upon MCI or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany statements by MCI in connection with this Guarantee. (c) The Subordinated Lender agrees thatUntil the Guaranteed Obligations are paid and performed in full, without the necessity of any reservation of rights Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against itthe Subsidiary for subrogation, and without notice reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or further assent payable to MCI by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continuedGuarantor hereunder, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or Guarantor hereby further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement irrevocably and without impairing, abridging, releasing or affecting the subordination unconditionally waives and other agreements provided for herein. (d) The Subordinated Lender waives relinquishes any and all notice of other benefits that the creation, renewal, extension Guarantor might otherwise directly or accrual indirectly receive or be entitled to receive by reason of any of amounts paid by or collected or due from the Senior Obligations and notice of Guarantor or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied Subsidiary upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of Guaranteed Obligations or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultrealized from their property.

Waivers and Consents. (a) The Subordinated Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lender waives for the right to compel that the Collateral obligations of Borrower or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against Borrower or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Obligor or any guarantor collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Guaranteed Obligations and (v) any financing by Lender of Borrower under Section 364 of the United States Bankruptcy Code or any other Person, or consent to pursue any other remedy in any Senior Lender’s power which the Subordinated use of cash collateral by Lender cannot pursue and which would lighten under Section 363 of the Subordinated Lender’s burden, notwithstanding United States Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the BorrowerGuaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Lender to perfect or continue perfection of any lien or security interest in any collateral or any guarantor of delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if Borrower's liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Guarantor acknowledges that Xxxxxx has not made any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded representations to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to Borrower, any other Obligor or otherwise in connection with the Senior Obligations pursuant to execution and delivery by Guarantor of this Guarantee and Guarantor is not in any anti-deficiency laws respect relying upon Lender or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany statements by Lender in connection with this Guarantee. (c) The Subordinated Lender agrees thatUntil such time as the Guaranteed Obligations are indefeasibly paid in full, without the necessity of any reservation of rights Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against it, and without notice to or further assent by itBorrower, any demand collateral for payment the Guaranteed Obligations or other assets of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantor, Borrower or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied Obligor upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of Guaranteed Obligations or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultrealized from their property.

Waivers and Consents. (a) The Subordinated Lender waives Except for the right to compel that the Collateral written notices specifically provided herein or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order Loan Document executed in connection with any Construction Loan, if any, Borrower waives to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced fullest extent permitted by law: (i) any and all notice or demand which Borrower might be entitled to receive with respect to this Agreement or the Notes or other Loan Documents executed in connection with any Construction Loan by virtue of any Senior Lender’s delay in proceeding against applicable statute or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Personlaw; (ii) any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by any Senior Lender releasing of the Borrower, the Collateral Notes or any other guarantor Loan Document or by any extension or renewal thereof; (ii) presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest with respect to the indebtedness evidenced by any of the Senior Obligations Notes; (iii) any notice with respect to performance, default, release, compromise, settlement, extension or renewal of any Note or other Loan Document in connection with any Construction Loan at any time held by Agent or any Lender on which Borrower may in any way be liable; (iv) any lack of diligence and delays in the enforcement of the payment of any Note or any of the other Person from Borrower's Liabilities; and (v) notice of any action taken by Agent or any Lender unless expressly required by this Agreement or by any Loan Document executed in connection with any Construction Loan. Borrower hereby consents to (y) any and all extensions of time, renewals, waivers or modifications that may be granted by Agent or Lenders with respect to the payment of any Note or any of the other Borrower's Liabilities, and to the release of any security at any time given for the payment thereof, or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwisethereof, with or without the intervention or omission of a Senior Lendersubstitution, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating and to the Borrowerrelease of any other Person at any time liable for the payment of any part thereof; and (z) the addition of any and all other makers, indorsers, guarantors and other obligors for the Collateral, payment of any note or any guarantor of the Senior Obligations or any other PersonBorrower's Liabilities, or any Senior Lender’s receipt on account of all or part of and to the Senior Obligations acceptance of any cash, securities or and all other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligationspayment thereof, has impaired and agree that the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity addition of any reservation of rights against it, and without notice to such obligors or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or security shall not affect the liability of Borrower for the Borrower or any other guarantor or any other party upon or for any part payment thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender Employee waives the right to compel that the Collateral any collateral or any other assets of property of the Borrower Company or the assets of property of any guarantor of the any Senior Obligations Indebtedness or any other Person person be applied in any particular order to discharge the such Senior ObligationsIndebtedness. The Subordinated Lender Employee expressly waives the right to require any holders of Senior Lender Indebtedness to proceed against the BorrowerCompany, the Collateral any collateral or any guarantor of the any Senior Obligations Indebtedness or any other Personperson, or to pursue any other remedy in any Senior Lender’s such holder's power which the Subordinated Lender Employee cannot pursue and which would lighten the Subordinated Lender’s Employee's burden, notwithstanding that the failure of a any holder of Senior Lender Indebtedness to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashEmployee. Any holder's of Senior Lender’s Indebtedness vote to accept or reject any plan of reorganization relating to the BorrowerCompany, the Collateralany collateral, or any guarantor of the such Senior Obligations Indebtedness or any other Personperson, or any holder's of Senior Lender’s Indebtedness receipt on account of all or part of the any Senior Obligations Indebtedness of any cash, property or securities or other property distributed in any bankruptcy, reorganization, reorganization or insolvency case, shall not discharge, exonerate, exonerate or reduce the obligations of the Subordinated Lender Employee hereunder to any holder of Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashIndebtedness. (b) The Subordinated Lender Employee waives all rights and defenses arising out of an election of remedies by any holder of Senior LenderIndebtedness, even though that election of remedies, including, including without limitation, limitation any nonjudicial foreclosure with respect to security for the such Senior ObligationsIndebtedness, has impaired the value of the Subordinated Lender’s Employee's rights of subrogation, reimbursement, reimbursement or contribution against the Borrower Company or any guarantor of any Senior Indebtedness or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsperson. (c) The Subordinated Lender Employee agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations Indebtedness made by a Senior Lender holder thereof may be rescinded in whole or in part by such Senior Lenderholder, and any Senior Obligation Indebtedness may be continued, and the such Senior ObligationsIndebtedness, or the liability of the Borrower Company or any of its subsidiaries or any other guarantor or any other party upon or for any part thereof, or any Collateral collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the holders of such Senior LenderIndebtedness, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement Employee and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender Employee waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Indebtedness and notice of or proof of reliance by any holder of Senior Indebtedness upon the provisions of this Article IV. Any Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, Indebtedness shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower Company in respect of the Subordinated Obligations Deferred Compensation in reliance upon the provisions of this Subordination AgreementArticle IV, and all dealings between the Borrower Company and the any holder of Senior Lenders Indebtedness shall be deemed to have been consummated in reliance upon the provisions of this Subordination AgreementArticle. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender Employee waives notice of or proof of reliance on the provisions of this Subordination Agreement Article IV and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of or property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated LenderXxxxxx’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender Xxxxxx agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral Borrower or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, Borrower or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, reorganization or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives Xxxxxx xxxxxx all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated LenderXxxxxx’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender Xxxxxx acknowledges and agrees that each Senior Lender Xxxxxx has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Subordinated Lender Creditor waives the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of property of any Subordinated Debtor, any other guarantor of the Senior Obligations Indebtedness or any other Person be applied in any particular order to discharge the Senior ObligationsIndebtedness. The Each Subordinated Lender Creditor expressly waives the right to require any Senior Lender to that the Administrative Agent proceed against the BorrowerCollateral, the Collateral or any Subordinated Debtor, any other guarantor of the Senior Obligations Indebtedness or any other Person, or to pursue any other remedy in any Senior Lender’s its power which the such Subordinated Lender Creditor cannot pursue and which would lighten the such Subordinated LenderCreditor’s burden, notwithstanding that the failure of a Senior Lender the Administrative Agent to do so may thereby prejudice the such Subordinated LenderCreditor. The Each Subordinated Lender Creditor agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender the Secured Parties reduced by (i) by any Senior Lenderthe Administrative Agent’s delay in proceeding against or enforcing any remedy against the Borrowerany Subordinated Debtor, the Collateral or any other guarantor of the Senior Obligations Indebtedness or any other Person; (ii) by the Administrative Agent releasing any Senior Lender releasing the BorrowerSubordinated Debtor, the Collateral or any other guarantor of the Senior Obligations Indebtedness or any other Person from all or any part of the Senior ObligationsIndebtedness; or (iii) by the discharge of the Borrowerany Subordinated Debtor, the Collateral or any other guarantor of the Senior Obligations Indebtedness or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashthe Administrative Agent. Any Senior LenderSecured Party’s vote to accept or reject any plan of reorganization relating to the Borrowerany Subordinated Debtor, the Collateral, or any other guarantor of the Senior Obligations Indebtedness or any other Person, or any Senior LenderSecured Party’s receipt on account of all or part of the Senior Obligations Indebtedness of any cash, securities or other property distributed in any bankruptcy, reorganization, reorganization or insolvency case, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender Creditor hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashthe Secured Parties. (b) The Each Subordinated Lender Creditor waives all rights and defenses arising out of an election of remedies by any Senior Lenderthe Administrative Agent, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for any property or assets securing the Senior ObligationsIndebtedness, has impaired the value of the such Subordinated LenderCreditor’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any Subordinated Debtor, any other guarantor of the Senior Obligations Indebtedness or any other Person. The Each Subordinated Lender Creditor expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any Subordinated Debtor, any other guarantor of the Senior Obligations Indebtedness or any other Person with respect to the any Senior Obligations Indebtedness pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real any property or personal property Collateral for assets securing the Senior ObligationsIndebtedness. (c) The Each Subordinated Lender Creditor agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations Indebtedness made by a Senior Lender the Administrative Agent may be rescinded in whole or in part by such Senior LenderPerson, and any Senior Obligation Indebtedness may be continued, and the Senior Obligations, Indebtedness or the liability of the Borrower any Subordinated Debtor, any other guarantor thereof or any other guarantor or any other party upon or for any part thereofPerson obligated thereunder, or any Collateral or guarantee therefor or right of offset setoff with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a Senior Lenderthe Administrative Agent, in each case without notice to or further assent by the such Subordinated LenderCreditor, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Subordinated Lender Creditor waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Indebtedness and notice of or proof of reliance by the Senior Lenders Secured Parties upon this Subordination Agreement. The Senior ObligationsIndebtedness, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Subordinated Debtor in respect of the Intercompany Subordinated Obligations in reliance upon this Subordination AgreementDebt shall be deemed conclusively to have been given, and all dealings between the Borrower Subordinated Debtors and the Senior Lenders Secured Parties shall be deemed conclusively to have been consummated consummated, in reliance upon this Subordination Agreement. The Each Subordinated Lender Creditor acknowledges and agrees that each Senior Lender has the Secured Parties have relied upon the subordination and other agreements provided for herein in consenting to the Intercompany Subordinated ObligationsDebt. The Each Subordinated Lender Creditor waives notice of or proof of reliance on this Subordination Agreement and any protest, demand for payment and notice of default.

Waivers and Consents. Guarantor hereby waives: (ai) The Subordinated Lender waives notice of acceptance of this Guaranty by the Guaranteed Party; (ii) notice of the creation, existence, acquisition, extension, or renewal of any of the Guaranteed Obligations; (iii) notice of the amount of the Guaranteed Obligations outstanding from time to time, subject, however, to Guarantor's right to compel that make inquiry of the Collateral Guaranteed Party at reasonable intervals to ascertain the amount of Guaranteed Obligations then outstanding; (iv) notice of any default or event of default under any of the Loan Documents or with respect to any of the Guaranteed Obligations or notice of any other assets of property adverse change in the Borrower's financial condition or means or ability to pay any of the Borrower Guaranteed Obligations or perform its obligations under any of the assets Loan Documents or notice of property any other fact which might increase the risk of any guarantor of the Senior Guaranteed Obligations; (v) notice of presentment, demand, protest, and notice of dishonor or nonpayment as to any instrument; (vi) notice of any acceleration or other demand for payment of any of the Guaranteed Obligations; and (vii) all other notices and demands to which Guarantor might otherwise be entitled with respect to any of the Guaranteed Obligations or the Loan Documents or with respect to the Guaranteed Party's enforcement of its rights and remedies thereunder. Guarantor further waives any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the BorrowerGuarantor may have, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law statute or otherwise, with or without to require the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due Guaranteed Party to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution seek recourse first against the Borrower or any other guarantor person, or to realize upon any collateral for any of the Senior Obligations or any other Person. The Subordinated Lender expressly Guaranteed Obligations, as a condition precedent to enforcing Guarantor's joint and several liability and obligations under this Guaranty, and Guarantor further waives any rights or defenses it may have defense arising by reason of protection afforded to any incapacity or other disability of the Borrower or by reason of any other defense which the Borrower may have on any of the Guaranteed Obligations or under any of the Loan Documents. Guarantor consents and agrees that, without notice to or consent by any other guarantor of the Senior Guaranteed Obligations and without affecting or impairing the liability of any guarantor of the Guaranteed Obligations, the Guaranteed Party may compromise or settle, extend the period of duration or the time for the payment, discharge or performance of any of the Guaranteed Obligations or Loan Documents, or may refuse to enforce or may release all or any parties to any or all of the Guaranteed Obligations (including without limitation any other Person with respect to the Senior Obligations pursuant guarantor thereof) or any collateral therefor, or may grant other indulgences to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any such other guarantor or any other party upon or for any part parties in respect thereof, or may waive, amend or supplement in any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by manner the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual provisions of any of the Senior Obligations and notice of Loan Documents or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligationsany other document, and instrument or agreement relating to or securing any of themthe Guaranteed Obligations (other than this Guaranty), shall be deemed conclusively to have been createdor may release, contracted surrender, exchange, modify, or incurred compromise any and the consent given to create the obligations all collateral securing any of the Borrower Guaranteed Obligations or in which the Guaranteed Party may at any time have a lien, or may refuse to enforce its rights or may make any compromise or settlement or agreement therefor, in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, any and all dealings between of such collateral, or with any party to any of the Borrower and Guaranteed Obligations or Loan Documents, or with any other person, or may release or substitute any one or more of the Senior Lenders shall be deemed other endorsers or guarantors of the Guaranteed Obligations whether parties to have been consummated in reliance upon this Subordination AgreementGuaranty or not, or may exchange, enforce, waive or release any collateral for any guaranty of any of the Guaranteed Obligations. The Subordinated Lender acknowledges Guarantor further consents and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein Guaranteed Party shall not be under any obligation to marshal any assets in consenting to favor of any guarantor of the Subordinated Guaranteed Obligations or against or in payment of any of the Guaranteed Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Agent (on behalf of the Subordinated Lender Parties) waives the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person Guarantor be applied in any particular order to discharge the Senior Obligations. The Agent (on behalf of the Subordinated Lender Parties) expressly waives the right to require any the Senior Lender Parties to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other PersonGuarantor, or to pursue any other remedy in any Senior LenderParty’s power which the Subordinated Lender Party cannot pursue and which would lighten the Subordinated LenderParty’s burden, notwithstanding that the failure of a any Senior Lender Party to do so may thereby prejudice each Subordinated Party. The Agent (on behalf of the Subordinated Lender. The Subordinated Lender Parties) agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Parties reduced (i) by any Senior LenderParty’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other PersonGuarantor; (ii) by any Senior Lender Party releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person Guarantor from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person Guarantor by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Party. The Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior LenderParty’s vote to accept or reject any plan of reorganization relating to the Borrower, the CollateralGuarantor, or any guarantor of the Senior Obligations or any other Person, or any Senior LenderParty’s receipt on account of all or part of the Senior Obligations other than the indefeasible payment in full in cash thereof (other than any inchoate obligations for which no claim has been asserted) of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender Party hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashParties. (b) The Agent (on behalf of the Subordinated Lender Parties) waives all rights and defenses arising out of an election of remedies by any the Senior LenderParties, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the each Subordinated LenderParty’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other guarantor Guarantor. The Agent (on behalf of the Senior Obligations or any other Person. The Subordinated Lender Parties) expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for securing the Senior Obligations. (c) The Agent (on behalf of the Subordinated Lender Parties) agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender Party may be rescinded in whole or in part by such the Senior LenderParty, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower Guarantor or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor thereof or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderParties, in each case without notice to or further assent by any Subordinated Party (to the Subordinated Lenderextent contemplated by the Debt Agreement), which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Agent (on behalf of the Subordinated Lender Parties) waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders Parties upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower Guarantor in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower Guarantor and the Senior Lenders Parties shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender Party acknowledges and agrees that each the Senior Lender has Parties have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender Party waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Each Intercompany Lender waives the right to compel that the Collateral any property or asset of any Intercompany Debtor or any other assets of property of the Borrower or the assets of property asset of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Each Intercompany Lender expressly waives the right to require the Administrative Agent or any Senior Lender to proceed against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s its or their power which the Subordinated that such Intercompany Lender cannot pursue and which that would lighten the Subordinated such Intercompany Lender’s burden, notwithstanding that the failure of a the Administrative Agent or any Senior Lender to do so may thereby prejudice the Subordinated such Intercompany Lender. The Subordinated Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by the Administrative Agent’s or any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person; (ii) by the Administrative Agent or any Senior Lender releasing the Borrowerany Intercompany Debtor, the Collateral or any other guarantor of the Senior any Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, Administrative Agent or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Each Intercompany Lender waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Senior Lender, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior any property or asset securing any Obligations, has impaired the value of the Subordinated such Intercompany Lender’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other Intercompany Debtor, any guarantor of the Senior Obligations or any other Person. The Subordinated Each Intercompany Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other Intercompany Debtor, any guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which that limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior assets securing any Obligations. (c) The Subordinated Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior any Obligations made by a the Administrative Agent or any Senior Lender may be rescinded in whole or in part by such Senior LenderPerson, and any Senior Obligation may be continued, and the Senior Obligations, Obligations or the liability of the Borrower any Intercompany Debtor, any guarantor thereof or any other guarantor or any other party upon or for any part thereofPerson obligated thereunder, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the Administrative Agent or the Senior LenderLenders, in each case without notice to or further assent by the Subordinated such Intercompany Lender, which will remain bound under this Subordination Agreement hereunder, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Each Intercompany Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Intercompany Debtor in respect of the Subordinated Obligations Intercompany Indebtedness shall be deemed conclusively to have been given, in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Each Intercompany Lender waives notice of or proof of reliance on this Subordination Agreement and any protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Trustee and the other Subordinated Lender waives Parties waive the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor be applied in any particular order to discharge the Senior Obligations. The Each Trustee and the other Subordinated Lender Parties expressly waives waive the right to require any the Senior Lender Parties to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor, or to pursue any other remedy in any Senior LenderParty’s power which the Subordinated Lender Parties cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash.5 (b) The Each Trustee and the other Subordinated Lender waives Parties waive all rights and defenses arising out of an election of remedies by any the Senior LenderParties, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the each Subordinated LenderParty’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor. The Each Subordinated Lender Party expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for securing the Senior Obligations. (c) The Each Trustee and the other Subordinated Lender agrees Parties agree that, without the necessity of any reservation of rights against itany of them, and without notice to or further assent by itany of them, any demand for payment of the any Senior Obligations made by a Senior Lender Party may be rescinded in whole or in part by such any Senior LenderParty, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower any Specified Subsidiary Guarantor or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor thereof or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderParties, in each case without notice to or further assent by any Subordinated Party (to the Subordinated Lenderextent contemplated by the Indenture), which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Trustee and the other Subordinated Lender waives Parties waive any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders Parties upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower Specified Subsidiary Guarantors in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower Specified Subsidiary Guarantors and the Senior Lenders Parties shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender Party acknowledges and agrees that each the Senior Lender has Parties have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender Party waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.. 6

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders Lender upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders Lender shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Each Intercompany Lender waives the right to compel that the Collateral any property or asset of any Intercompany Debtor or any other assets of property of the Borrower or the assets of property asset of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Each Intercompany Lender expressly waives the right to require the Administrative Agent or any Senior Lender to proceed against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s its or their power which the Subordinated that such Intercompany Lender cannot pursue and which that would lighten the Subordinated such Intercompany Lender’s burden, notwithstanding that the failure of a the Administrative Agent or any Senior Lender to do so may thereby prejudice the Subordinated such Intercompany Lender. The Subordinated Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by the Administrative Agent’s or any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person; (ii) by the Administrative Agent or any Senior Lender releasing the Borrowerany Intercompany Debtor, the Collateral or any other guarantor of the Senior any Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior any Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, Administrative Agent or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Each Intercompany Lender waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Senior Lender, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior any property or asset securing any Obligations, has impaired the value of the Subordinated such Intercompany Lender’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other Intercompany Debtor, any guarantor of the Senior Obligations or any other Person. The Subordinated Each Intercompany Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other Intercompany Debtor, any guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency anti‑deficiency laws or other laws of similar import which that limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior assets securing any Obligations. (c) The Subordinated Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior any Obligations made by a the Administrative Agent or any Senior Lender may be rescinded in whole or in part by such Senior LenderPerson, and any Senior Obligation may be continued, and the Senior Obligations, Obligations or the liability of the Borrower any Intercompany Debtor, any guarantor thereof or any other guarantor or any other party upon or for any part thereofPerson obligated thereunder, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the Administrative Agent or the Senior LenderLenders, in each case without notice to or further assent by the Subordinated such Intercompany Lender, which will remain bound under this Subordination Agreement hereunder, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Each Intercompany Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Intercompany Debtor in respect of the Subordinated Obligations Intercompany Indebtedness shall be deemed conclusively to have been given, in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Each Intercompany Lender waives notice of or proof of reliance on this Subordination Agreement and any protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any Borrower or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the right Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to compel that the Collateral Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Agent for itself and the benefit of Lenders for the obligations of Borrowers or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against any Borrower or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Obligor or any guarantor collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Guaranteed Obligations and (v) any financing by Agent and/or any Lender of Borrowers under Section 364 of the United States Bankruptcy Code or any other Person, or consent to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding use of cash collateral by Agent and/or Lenders under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of any Borrower in respect of any of the BorrowerGuaranteed Obligations, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Agent or any guarantor Lender to perfect or continue perfection of the Senior Obligations any lien or security interest in any collateral or any other Person delay by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, Agent or any guarantor of Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security any Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if such Borrower’s liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Guarantor acknowledges that Agent and Lenders have not made any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded representations to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to Borrowers, any other Obligor or otherwise in connection with the Senior Obligations pursuant to execution and delivery by Guarantor of this Guarantee and Guarantor is not in any anti-deficiency laws respect relying upon Agent or other laws of similar import which limit any Lender or discharge the principal debtor’s indebtedness upon judicial any statements by Agent or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany Lender in connection with this Guarantee. (c) The Subordinated Lender agrees thatUnless and until the indefeasible payment and satisfaction in full of all of the Guaranteed Obligations in immediately available funds and the termination of the financing arrangements of Agent and Lenders with Borrowers, without the necessity of any reservation of rights Guarantor hereby irrevocably and unconditionally waives and relinquishes (i) all statutory, contractual, common law, equitable and all other claims against it, and without notice to or further assent by itBorrowers, any demand collateral for payment the Guaranteed Obligations or other assets of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower Borrowers or any other guarantor Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or any Lender by Guarantor hereunder and (ii) any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantor, Borrowers or any other party Obligor upon the Guaranteed Obligations or for any part thereofrealized from their property, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements except as expressly provided for hereinin the Loan Agreement. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. Each Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of Persons other than such Guarantor and, in full recognition of that fact, consents and agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) The Subordinated Lender waives supplement, modify, amend, extend, renew, accelerate or otherwise change the right to compel that time for payment or the Collateral or any other assets of property terms of the Borrower or the assets of property of any guarantor of the Senior Guarantied Obligations or any part thereof, Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Subsidiary Guaranty independently as to each Guarantor and independently of any other Person be applied remedy or security Lender at any time may have or hold in any particular order to discharge connection with the Senior Guarantied Obligations. The Subordinated Lender Each Guarantor expressly waives the any right to require any Senior Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against the Borrower, or upon or against any security or remedy, before proceeding to enforce this Subsidiary Guaranty, in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any Guarantor without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantors agree that Lender and Borrower and any Affiliates of Borrower may deal with each other in connection with the Collateral Guarantied Obligations or otherwise, or alter any guarantor contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Subsidiary Guaranty. Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Subsidiary Guaranty shall continue, with respect to any amount at any time paid on account of the Senior Guarantied Obligations which thereafter shall be required to be restored or returned by Lender upon the Bankruptcy, insolvency or reorganization of Borrower or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender canotherwise, all as though such amount had not pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lenderbeen paid. The Subordinated rights of Lender agrees that it shall not be discharged, exonerated created or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against granted herein and the Borrower, the Collateral or any guarantor enforceability of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure this Subsidiary Guaranty with respect to security for Guarantors at all times shall remain effective to guaranty the Senior Obligations, has impaired full amount of all the value of Guarantied Obligations even though the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Guarantied Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.security or

Waivers and Consents. (a) The Subordinated Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lender waives for the right to compel that the Collateral obligations of Borrower or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against Borrower or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Obligor or any guarantor collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Guaranteed Obligations and (v) any financing by Lender of Borrower under Section 364 of the United States Bankruptcy Code or any other Person, or consent to pursue any other remedy in any Senior Lender’s power which the Subordinated use of cash collateral by Lender cannot pursue and which would lighten under Section 363 of the Subordinated Lender’s burden, notwithstanding United States Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the BorrowerGuaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Lender to perfect or continue perfection of any lien or security interest in any collateral or any guarantor of delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if Borrower's liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Guarantor acknowledges that Lender has not made any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded represenxxxxxxs to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to Borrower, any other Obligor or otherwise in connection with the Senior Obligations pursuant to execution and delivery by Guarantor of this Guarantee and Guarantor is not in any anti-deficiency laws respect relying upon Lender or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany statements by Lender in connection with this Guarantee. (c) The Subordinated Lender agrees thatGuarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, without the necessity of any reservation of rights contractual, common law, equitable and all other claims against it, and without notice to or further assent by itBorrower, any demand collateral for payment the Guaranteed Obligations or other assets of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower recourse in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated sums paid or payable to Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultby Guarantor hereunder.

Waivers and Consents. (a) The Subordinated Lender Upon the occurrence and during the continuance of any Event of Default, NBD may enforce the Guaranty of any Borrower independently of any other remedy, guaranty or security of NBD at any time may have or hold in connection with the Guarantied Obligations. It will not be necessary for NBD to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce the Guaranty of any Borrower. Each Borrower expressly waives any right it may have to receive notice of acceptance by NBD, any credit that NBD extends to the other Borrowers, default, demand and any action or forbearance that NBD takes regarding any Borrower, any collateral or any of the Guarantied Obligations which it might be entitled to by law or under any other agreement. Each Borrower also waives any right to compel that the Collateral require NBD to marshal assets in favor of any other Borrower or any other assets of property of the Borrower person or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Guarantied Obligations or any other Personcollateral provided by any person. The Subordinated Lender Each Borrower expressly waives any rights and all defenses now or defenses it may have hereafter arising or asserted by reason of protection afforded (i) any disability or other defense of any other Borrower or any other guarantor for the Guarantied Obligations with respect to the Guarantied Obligations, (ii) the unenforceability or invalidity of any security for or guaranty of the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (iii) the cessation for any cause whatsoever of the liability of any other Borrower or any other guarantor of the Senior Guarantied Obligations (other than by reason of the full payment and performance of all Guarantied Obligations), (iv) any failure of NBD to give notice of sale or other disposition of collateral to any other Borrower or any other Person person or any defect in any notice that may be given in connection with respect to any sale or disposition of collateral, (v) any act or omission of NBD or others that directly or indirectly results in or aids the Senior Obligations pursuant to any anti-deficiency laws discharge or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity release of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the other Borrower or any other guarantor of the Guarantied Obligations, or of any security or guaranty therefor by operation of law or otherwise, (vi) any failure of NBD to file or enhance a claim in any bankruptcy or other party upon proceeding with respect to any person, (vii) the avoidance of any lien or security interest in favor of NBD for any part thereofreason, (viii) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person, including without limitation any discharge of, or any Collateral bar or guarantee therefor stay against collecting, all or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Guarantied Obligations and notice (or any interest thereon) in or as a result of any such proceeding, or proof of reliance (ix) any action taken by the Senior Lenders upon NBD that is authorized by this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultSection.

Waivers and Consents. (a) The Subordinated Lender Employee waives the right to compel that the Collateral any collateral or any other assets of property of the Borrower Company or the assets of property of any guarantor of the any Senior Obligations Indebtedness or any other Person person be applied in any particular order to discharge the such Senior ObligationsIndebtedness. The Subordinated Lender Employee expressly waives the right to require any holders of Senior Lender Indebtedness to proceed against the BorrowerCompany, the Collateral any collateral or any guarantor of the any Senior Obligations Indebtedness or any other Personperson, or to pursue any other remedy in any Senior Lender’s such holder's power which the Subordinated Lender Employee cannot pursue and which would lighten the Subordinated Lender’s Employee's burden, notwithstanding that the failure of a any holder of Senior Lender Indebtedness to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashEmployee. Any holder's of Senior Lender’s Indebtedness vote to accept or reject any plan of reorganization relating to the BorrowerCompany, the Collateralany collateral, or any guarantor of the such Senior Obligations Indebtedness or any other Personperson, or any holder's of Senior Lender’s Indebtedness receipt on account of all or part of the any Senior Obligations Indebtedness of any cash, property or securities or other property distributed in any bankruptcy, reorganization, reorganization or insolvency case, shall not discharge, exonerate, exonerate or reduce the obligations of the Subordinated Lender Employee hereunder to any holder of Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashIndebtedness. (b) The Subordinated Lender Employee waives all rights and defenses arising out of an election of remedies by any holder of Senior LenderIndebtedness, even though that election of remedies, including, including without limitation, limitation any nonjudicial foreclosure with respect to security for the such Senior ObligationsIndebtedness, has impaired the value of the Subordinated Lender’s Employee's rights of subrogation, reimbursement, reimbursement or contribution against the Borrower Company or any guarantor of any Senior Indebtedness or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsperson. (c) The Subordinated Lender Employee agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations Indebtedness made by a Senior Lender holder thereof may be rescinded in whole or in part by such Senior Lenderholder, and any Senior Obligation Indebtedness may be continued, and the such Senior ObligationsIndebtedness, or the liability of the Borrower Company or any of its subsidiaries or any other guarantor or any other party upon or for any part thereof, or any Collateral collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the holders of such Senior LenderIndebtedness, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement Employee and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender Employee waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Indebtedness and notice of or proof of reliance by any holder of Senior Indebtedness upon the provisions of this Article IV. Any Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, Indebtedness shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower Company in respect of the Subordinated Obligations Deferred Compensation in reliance upon the provisions of this Subordination AgreementArticle IV, and all dealings between the Borrower Company and the any holder of Senior Lenders Indebtedness shall be deemed to have been consummated in reliance upon the provisions of this Subordination AgreementArticle IV. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender Employee waives notice of or proof of reliance on the provisions of this Subordination Agreement Article IV and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or Guarantor are entitled are hereby waived by Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the Extension Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Extension Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lender waives for the right to compel that the Collateral obligations of Borrowers or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against Borrower, Guarantor or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Obligor or any guarantor collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Guaranteed Obligations and (v) any financing by Lender of a Borrower under Section 364 of the United States Bankruptcy Code or any other Person, or consent to pursue any other remedy in any Senior Lender’s power which the Subordinated use of cash collateral by Lender cannot pursue and which would lighten under Section 363 of the Subordinated Lender’s burden, notwithstanding United States Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrowers in respect of any of the BorrowerGuaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Lender to perfect or continue perfection of any lien or security interest in any collateral or any guarantor of delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security a Borrower under the United States Bankruptcy Code or any similar statute. Guarantor shall be liable therefor, even if Borrower's liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Guarantor acknowledges that Lender has not made any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded representations to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to Xxxxxwers, any other Obligor or otherwise in connection with the Senior Obligations pursuant to execution and delivery by Guarantors of this Guarantee and Guarantor is not in any anti-deficiency laws respect relying upon Lender or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany statements by Lender in connection with this Guarantee. (c) The Subordinated Lender agrees thatGuarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, without the necessity of any reservation of rights contractual, common law, equitable and all other claims against it, and without notice to or further assent by itBorrowers, any demand collateral for payment the Guaranteed Obligations or other assets of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower Borrowers or any other guarantor Obligor, for subornation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantor, Borrowers or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied Obligor upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of Guaranteed Obligations or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultrealized from their property.

Waivers and Consents. (a) The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, waives the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of or property of any guarantor of the Senior Obligations or any other Person person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, expressly waives the right to require any Senior Lender the Secured Parties to proceed against the Borrower, any assets or property securing the Collateral Senior Obligations or any guarantor of the Senior Obligations or any other Personperson, or to pursue any other remedy in any Senior LenderSecured Party’s power which the Subordinated Lender Holders cannot pursue and which would lighten the Subordinated Lender’s burdenpursue, notwithstanding that the failure of a Senior Lender any Secured Party to do so may thereby prejudice the Subordinated LenderHolders. The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender the Secured Parties reduced (i) by any Senior LenderSecured Party’s delay in proceeding against or enforcing any remedy against the Borrower, any assets or property securing the Collateral Senior Obligations or any guarantor of the Senior Obligations or any other Personperson; (ii) by any Senior Lender Secured Party releasing the Borrower, any assets or property securing the Collateral Senior Obligations or any other guarantor of the Senior Obligations or any other Person person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, any assets or property securing the Collateral Senior Obligations or any guarantor of the Senior Obligations or any other Person person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashSecured Party. Any Senior LenderSecured Party’s vote to accept or reject any plan of reorganization relating to the Borrower, any assets or property securing the CollateralSenior Obligations, or any guarantor of the Senior Obligations or any other Personperson, or any Senior LenderSecured Party’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency casecase (other than payment in full in cash of the Senior Obligations), shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender Holder Representative and the Subordinated Holders hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashthe Secured Parties. (b) The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, waives all rights and defenses arising out of an election of remedies by any Senior Lenderthe Secured Parties, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s Holders’ rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Personperson. The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real any assets or property or personal property Collateral for securing the Senior Obligations. (c) The Subordinated Lender Holder Representative, for itself and on behalf of the Subordinated Holders, agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the any Senior Obligations made by a Senior Lender Secured Party may be rescinded in whole or in part by such Senior LenderSecured Party, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party person upon or for any part thereof, or any Collateral assets or property securing the Senior Obligations or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lenderthe Secured Parties, in each case without notice to or further assent by the Subordinated LenderHolder Representative or any Subordinated Holder, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, the right to compel that the Collateral any property or asset of any Intercompany Debtor or any other assets of property of the Borrower or the assets of property asset of any guarantor of the Senior Obligations or any other Person Credit Party be applied in any particular order to discharge the Senior Obligations. The Subordinated Each Intercompany Lender expressly waives waives, to the extent permitted by applicable law, the right to require the Administrative Agent or any other Senior Lender to proceed against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person, or to pursue any other remedy in any Senior Lender’s its or their power which the Subordinated that such Intercompany Lender cannot pursue and which that would lighten the Subordinated such Intercompany Lender’s burden, notwithstanding that the failure of a the Administrative Agent or any other Senior Lender to do so may thereby prejudice the Subordinated such Intercompany Lender. The Subordinated Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by the Administrative Agent’s or any other Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person; (ii) by the Administrative Agent or any other Senior Lender releasing the Borrowerany Intercompany Debtor, the Collateral or any other guarantor of the Senior Obligations any Obligation or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations Administrative Agent or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, all rights and defenses arising out of an election of remedies by the Administrative Agent or any other Senior Lender, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligationsany property or asset securing any Obligation, has impaired the value of the Subordinated such Intercompany Lender’s rights of subrogation, reimbursement, or contribution against the Borrower any Intercompany Debtor or any other guarantor of the Senior Obligations or any other PersonCredit Party. The Subordinated Each Intercompany Lender expressly waives waives, to the extent permitted by law, any rights or defenses (other than the defense of payment or performance) it may have by reason of protection afforded to the Borrower any Intercompany Debtor or any other guarantor of the Senior Obligations or any other Person Credit Party with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which that limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsassets securing any Obligation. (c) The Subordinated Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations any Obligation made by a the Administrative Agent or any other Senior Lender may be rescinded in whole or in part by such Senior LenderPerson, and any Senior Obligation may be continued, and the Senior Obligations, Obligations or the liability of the Borrower any Intercompany Debtor or any other guarantor or any other party upon or for any part thereofCredit Party obligated thereunder, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the Administrative Agent or any other Senior Lender, in each case without notice to or further assent by the Subordinated such Intercompany Lender, which will remain bound under this Subordination Agreement hereunder, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Intercompany Debtor in respect of the Subordinated Obligations Intercompany Indebtedness of such Intercompany Debtor shall be deemed conclusively to have been given, in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Each Intercompany Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting waives, to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and extent permitted by applicable law, any protest, demand for payment and notice of defaultdefault in respect of the Obligations.

Waivers and Consents. (a) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, the right to compel that the Collateral any property or asset of any Intercompany Debtor or any other assets of property of the Borrower or the assets of property asset of any guarantor of the Senior Obligations or any other Person Credit Party be applied in any particular order to discharge the Senior Obligations. The Subordinated Each Intercompany Lender expressly waives waives, to the extent permitted by applicable law, the right to require the General Administrative Agent or any other Senior Lender to proceed against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person, or to pursue any other remedy in any Senior Lender’s its or their power which the Subordinated that such Intercompany Lender cannot pursue and which that would lighten the Subordinated such Intercompany Lender’s burden, notwithstanding that the failure of a the General Administrative Agent or any other Senior Lender to do so may thereby prejudice the Subordinated such Intercompany Lender. The Subordinated Each Intercompany Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by the General Administrative Agent’s or any other Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person; (ii) by the General Administrative Agent or any other Senior Lender releasing the Borrowerany Intercompany Debtor, the Collateral or any other guarantor of the Senior Obligations any Obligation or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrowerany Intercompany Debtor, the Collateral or any guarantor of the Senior Obligations any Obligation or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations General Administrative Agent or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, all rights and defenses arising out of an election of remedies by the General Administrative Agent or any other Senior Lender, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligationsany property or asset securing any Obligation, has impaired the value of the Subordinated such Intercompany Lender’s rights of subrogation, reimbursement, or contribution against the Borrower any Intercompany Debtor or any other guarantor of the Senior Obligations or any other PersonCredit Party. The Subordinated Each Intercompany Lender expressly waives waives, to the extent permitted by law, any rights or defenses (other than the defense of payment or performance) it may have by reason of protection afforded to the Borrower any Intercompany Debtor or any other guarantor of the Senior Obligations or any other Person Credit Party with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which that limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsassets securing any Obligation. (c) The Subordinated Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations any Obligation made by a the General Administrative Agent or any other Senior Lender may be rescinded in whole or in part by such Senior LenderPerson, and any Senior Obligation may be continued, and the Senior Obligations, Obligations or the liability of the Borrower any Intercompany Debtor or any other guarantor or any other party upon or for any part thereofCredit Party obligated thereunder, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, surrendered or released by a the General Administrative Agent or any other Senior Lender, in each case without notice to or further assent by the Subordinated such Intercompany Lender, which will remain bound under this Subordination Agreement hereunder, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Each Intercompany Lender waives waives, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred incurred, and the consent given to create the obligations of the Borrower any Intercompany Debtor in respect of the Subordinated Obligations Intercompany Indebtedness of such Intercompany Debtor shall be deemed conclusively to have been given, in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Each Intercompany Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting waives, to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and extent permitted by applicable law, any protest, demand for payment and notice of defaultdefault in respect of the Obligations.

Waivers and Consents. (a) The Subordinated Lender Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any Borrower or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the right Credit Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to compel that the Collateral Credit Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Agent for itself and the benefit of Lenders for the obligations of Borrowers or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an “Loan Party” and collectively, the “Loan Parties”), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against any Borrower or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Loan Party or any guarantor collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Guaranteed Obligations and (v) any financing by Agent and/or any Lender of Borrowers under Section 364 of the United States Bankruptcy Code or any other Person, or consent to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding use of cash collateral by Agent and/or Lenders under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of any Borrower in respect of any of the BorrowerGuaranteed Obligations, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Agent or any guarantor Lender to perfect or continue perfection of the Senior Obligations any lien or security interest in any collateral or any other Person delay by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, Agent or any guarantor of Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security any Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if such Borrower’s liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Guarantor acknowledges that Agent and Lenders have not made any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded representations to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to Borrowers, any other Loan Party or otherwise in connection with the Senior Obligations pursuant to execution and delivery by Guarantor of this Guarantee and Guarantor is not in any anti-deficiency laws respect relying upon Agent or other laws of similar import which limit any Lender or discharge the principal debtor’s indebtedness upon judicial any statements by Agent or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany Lender in connection with this Guarantee. (c) The Subordinated Lender agrees thatUnless and until the indefeasible payment and satisfaction in full of all of the Guaranteed Obligations in immediately available funds and the termination of the financing arrangements of Agent and Lenders with Borrowers, without the necessity of any reservation of rights Guarantor hereby irrevocably and unconditionally waives and relinquishes (i) all statutory, contractual, common law, equitable and all other claims against it, and without notice to or further assent by itBorrowers, any demand collateral for payment the Guaranteed Obligations or other assets of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower Borrowers or any other guarantor Loan Party, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or any Lender by Guarantor hereunder and (ii) any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantor, Borrowers or any other party Loan Party upon the Guaranteed Obligations or for any part thereofrealized from their property, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements except as expressly provided for hereinin the Credit Agreement. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender waives the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of or property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated LenderXxxxxx’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender Xxxxxx agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral Borrower or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral Borrower or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, Borrower or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives Xxxxxx xxxxxx all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated LenderXxxxxx’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender Xxxxxx acknowledges and agrees that each Senior Lender Xxxxxx has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Subordinated Lender waives the right to compel that the Collateral (as defined in the Credit Agreement) or any other assets of or property of the any Subordinated Borrower or any of its subsidiaries or the assets of or property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Each Subordinated Lender expressly waives the right to require any the Senior Lender Lenders to proceed against the any Subordinated Borrower, any of its subsidiaries, the Collateral Collateral, any other assets or property of any Subordinated Borrower or any of its subsidiaries or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the such Subordinated Lender cannot pursue and which would lighten the such Subordinated Lender’s burden, notwithstanding that the failure of a any Senior Lender to do so may thereby prejudice the such Subordinated Lender. The Each Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a the Senior Lender Lenders reduced by (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the any Subordinated Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrowerits subsidiaries, the Collateral or any other asset or property of any Subordinated Borrower or any of its subsidiaries or any guarantor of the Obligations or any other Person, (ii) any Senior Lender releasing any Subordinated Borrower, any of its subsidiaries, the Collateral or any other asset or property of any Subordinated Borrower or any of its subsidiaries or any other guarantor of the Obligations or any other Person from all or any part of the Senior Obligations; Obligations or (iii) by the discharge of the any Subordinated Borrower, any of its subsidiaries, the Collateral or any other asset or property of any Subordinated Borrower or any of its subsidiaries or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the any Subordinated Borrower, any of its subsidiaries, the Collateral, Collateral or any other asset or property of any Subordinated Borrower or any of its subsidiaries or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations Obligations, other than the unconditional, final and irrevocable payment in full in cash thereof, of any cash, securities securities, property or other property assets distributed in any bankruptcy, reorganization, insolvency or insolvency casesimilar proceeding, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior ObligationsLenders. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or Guarantor is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the right Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to compel that the Collateral Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Agent for itself and the benefit of Lenders for the obligations of Borrower or any other assets of property party at any time liable on or in respect of the Borrower Guaranteed Obligations or who is the assets of property owner of any guarantor property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), (iii) the exercise of, or refraining from the exercise of the Senior Obligations any rights against Borrower or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral Obligor or any guarantor collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Guaranteed Obligations and (v) any financing by Agent and/or any Lender of Borrower under Section 364 of the United States Bankruptcy Code or any other Person, or consent to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding use of cash collateral by Agent and/or Lenders under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Guarantor agrees that the failure amount of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it Guaranteed Obligations shall not be discharged, exonerated diminished and the liability of Guarantor hereunder shall not be otherwise impaired or have its obligations hereunder to a Senior Lender reduced (i) affected by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations foregoing. (b) No invalidity, irregularity or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor unenforceability of the Senior Obligations or any other Person from all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the BorrowerGuaranteed Obligations, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Agent or any guarantor Lender to perfect or continue perfection of the Senior Obligations any lien or security interest in any collateral or any other Person delay by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, Agent or any guarantor of Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if Borrower’s liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Guarantor acknowledges that Agent and Lenders have not made any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded representations to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to Borrower, any other Obligor or otherwise in connection with the Senior Obligations pursuant to execution and delivery by Guarantor of this Guarantee and Guarantor is not in any anti-deficiency laws respect relying upon Agent or other laws of similar import which limit any Lender or discharge the principal debtor’s indebtedness upon judicial any statements by Agent or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany Lender in connection with this Guarantee. (c) The Subordinated Lender agrees thatUnless and until the indefeasible payment and satisfaction in full of all of the Guaranteed Obligations in immediately available funds and the termination of the financing arrangements of Agent and Lenders with Borrower, without the necessity of any reservation of rights Guarantor hereby irrevocably and unconditionally waives and relinquishes (i) all statutory, contractual, common law, equitable and all other claims against it, and without notice to or further assent by itBorrower, any demand collateral for payment the Guaranteed Obligations or other assets of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or any Lender by Guarantor hereunder and (ii) any and all other benefits which Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Guarantor, Borrower or any other party Obligor upon the Guaranteed Obligations or for any part thereofrealized from their property, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements except as expressly provided for hereinin the Loan Agreement. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Subordinated Lender Notice of acceptance of this Guarantee, is hereby waived by Guarantor. Guarantor also waives the right to compel that the Collateral or any other assets notice of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person be applied in any particular order to discharge the Senior Obligations. The Subordinated Lender expressly waives the right to require any Senior Lender to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person, or to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations hereunder to a Senior Lender reduced hereby consents to: (i) by any Senior Lender’s delay amendment, modification, supplement, extension, renewal, or restatement of the Settlement Agreement and/or the ICJ Promissory Note, including, without limitation, extensions of time of payment of or increase or decrease in proceeding against or enforcing the amount of any remedy against of the BorrowerGuaranteed Obligations, the Collateral interest rate, fees, other charges, or any guarantor of collateral, and the Senior guarantee made herein shall apply to the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated, or any other Personextended, increased or decreased; (ii) the taking, exchange, surrender, and releasing of collateral or guarantees now or at any time held by any Senior Lender releasing or available to CMC for the Borrower, obligations of the Collateral Imation Subsidiaries or any other guarantor party at any time liable on or in respect of the Senior Obligations Guaranteed Obligations, (iii) the exercise of, or refraining from the exercise of, any rights against the Imation Subsidiaries or any other Person from collateral; and (iv) the settlement, compromise, or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations. Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantor hereunder shall not be otherwise impaired or affected by any of the foregoing. (b) This Guarantee shall be a continuing guarantee, and no invalidity, irregularity or unenforceability of all or any part of the Senior Obligations; Guaranteed Obligations shall affect, impair or (iii) by the be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of the BorrowerImation Subsidiaries in respect of any of the Guaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the Collateral liability of Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by CMC to perfect or continue perfection of any lien or security interest in any collateral or any guarantor of delay by CMC in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations commencement of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security either or both Imation Subsidiaries under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if liability for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursementsuch amounts does not, or contribution against the Borrower or ceases to, exist by operation of law. Guarantor acknowledges that CMC has not made any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded representations to the Borrower or any other guarantor of the Senior Obligations or any other Person Guarantor with respect to the Senior Obligations pursuant to Imation Subsidiaries or otherwise in connection with the execution and delivery by Guarantor of this Guarantee and Guarantor is not in any anti-deficiency laws respect relying upon CMC or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligationsany statements by CMC in connection with this Guarantee. (c) The Subordinated Lender agrees thatUnless and until the indefeasible payment and satisfaction in full of all of the Guaranteed Obligations in immediately available funds, without Guarantor hereby irrevocably and unconditionally waives and relinquishes (i) all statutory, contractual, common law, equitable and all other claims against the necessity of any reservation of rights against it, and without notice to or further assent by itImation Subsidiaries, any demand collateral for payment of the Senior Guaranteed Obligations made for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to CMC by a Senior Lender may be rescinded in whole or in part by such Senior Lender, Guarantor hereunder and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (dii) The Subordinated Lender waives any and all notice of the creation, renewal, extension other benefits which Guarantor might otherwise directly or accrual indirectly receive or be entitled to receive by reason of any of the Senior Obligations amounts paid by or collected or due from Guarantor; and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Obligations, and (iii) any of them, shall defenses which might be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting available to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of defaultGuarantor and/or the Imation Subsidiaries.

Waivers and Consents. Each Guarantor hereby waives: (ai) The Subordinated Lender waives notice of acceptance of this Guaranty by the right Guaranteed Parties; (ii) notice of the creation, existence, acquisition, extension, or renewal of any of the Guaranteed Obligations; (iii) notice of the amount of the Guaranteed Obligations outstanding from time to compel that time; (iv) notice of any default or event of default under any of the Collateral Transaction Documents or with respect to any of the Guaranteed Obligations or notice of any other adverse change in the Company’s financial condition or means or ability to pay any of the Guaranteed Obligations or perform its obligations under any of the Transaction Documents or notice of any other fact which might increase such Guarantor’s risk hereunder; (v) notice of presentment, demand, protest, and notice of dishonor or nonpayment as to any instrument; (vi) notice of any acceleration or other demand for payment of any of the Guaranteed Obligations; and (vii) all other notices and demands to which such Guarantor might otherwise be entitled with respect to any of the Guaranteed Obligations or any other assets of property of the Borrower Transaction Documents or with respect to any Guaranteed Party’s enforcement of its rights and remedies thereunder. Each Guarantor further waives any right such Guarantor may have, by statute or otherwise, to require the assets of property of any guarantor of Guaranteed Parties to seek recourse first against the Senior Obligations Company or any other Person be applied as a condition precedent to enforcing such Guarantor’s liability and obligations under this Guaranty, and each Guarantor further waives any defense arising by reason of any incapacity or other disability of the Company or by reason of any other defense which any Person may have on any of the Guaranteed Obligations or under any of the Transaction Documents other than payment in full of the Guaranteed Obligations. Each Guarantor consents and agrees that, without notice to or consent by such Guarantor and without affecting or impairing the liability of such Guarantor under this Guaranty, the Guaranteed Parties may compromise or settle, extend the period of duration or the time for the payment, discharge or performance of any of the Guaranteed Obligations or any of the Transaction Documents, or may refuse to enforce or may release all or any parties to any or all of the Guaranteed Obligations (including without limitation any other guarantor thereof), or may grant other indulgences to Company or such other parties in respect thereof, or may waive, amend or supplement in any particular order to discharge manner the Senior Obligations. The Subordinated Lender expressly waives provisions of any of the right to require any Senior Lender to proceed against the Borrower, the Collateral Transaction Documents or any guarantor other document, instrument or agreement relating to any of the Senior Guaranteed Obligations (other than this Guaranty), or may refuse to enforce its rights or may make any compromise or settlement or agreement therefor with any party to any of the Guaranteed Obligations or any of the Transaction Documents, or with any other Person, or may release or substitute any one or more of the other endorsers or guarantors of the Guaranteed Obligations whether parties to pursue any other remedy in any Senior Lender’s power which the Subordinated Lender cannot pursue this Guaranty or not. Each Guarantor further consents and which would lighten the Subordinated Lender’s burden, notwithstanding that the failure of a Senior Lender to do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it none of the Guaranteed Parties shall not be discharged, exonerated under any obligation to marshal any assets in favor of such Guarantor or have its obligations hereunder to a Senior Lender reduced (i) by any Senior Lender’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person; (ii) by any Senior Lender releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cash. Any Senior Lender’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other Person, or any Senior Lender’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of the Subordinated Lender hereunder to any Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cash. (b) The Subordinated Lender waives all rights and defenses arising out of an election of remedies by any Senior Lender, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the Subordinated Lender’s rights of subrogation, reimbursement, or contribution against the Borrower or any other guarantor of the Senior Obligations or any other Person. The Subordinated Lender expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Obligations. (c) The Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of the Senior Obligations made by a Senior Lender may be rescinded in whole or in part by such Senior Lender, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a Senior Lender, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Subordinated Lender waives any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders upon this Subordination Agreement. The Senior Guaranteed Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower and the Senior Lenders shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Subordinated Lender acknowledges and agrees that each Senior Lender has relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Subordinated Lender waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.

Waivers and Consents. (a) The Each Trustee and the other Subordinated Lender waives Parties waive the right to compel that the Collateral any assets or any other assets of property of the Borrower or the assets of property of any guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor be applied in any particular order to discharge the Senior Obligations. The Each Trustee and the other Subordinated Lender Parties expressly waives waive the right to require any the Senior Lender Parties to proceed against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor, or to pursue any other remedy in any Senior LenderParty’s power which the Subordinated Lender Parties cannot pursue and which would lighten the Subordinated Lender’s Parties’ burden, notwithstanding that the failure of a any Senior Lender Party to do so may thereby prejudice each Subordinated Party. Each Trustee and the other Subordinated Lender. The Subordinated Lender agrees Parties agree that it they shall not be discharged, exonerated or have its their respective obligations hereunder to a the Senior Lender Parties reduced (i) by any Senior LenderParty’s delay in proceeding against or enforcing any remedy against the Borrower, the Collateral or any guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor; (ii) by any Senior Lender Party releasing the Borrower, the Collateral or any other guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor from all or any part of the Senior Obligations; or (iii) by the discharge of the Borrower, the Collateral or any guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor by an operation of law or otherwise, with or without the intervention or omission of a Senior Lender, except in each case unless all Senior Obligations due to such Senior Lender have been indefeasibly paid in full in cashParty. Any Senior LenderParty’s vote to accept or reject any plan of reorganization relating to the Borrower, the Collateral, or any guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor, or any Senior LenderParty’s receipt on account of all or part of the Senior Obligations other than Discharge of any cash, securities or other property distributed in any bankruptcy, reorganization, or insolvency caseSenior Obligations, shall not discharge, exonerate, or reduce the obligations of the any Subordinated Lender Party hereunder to any the Senior Lender, except in each case unless all Senior Obligations have been indefeasibly paid in full in cashParties. (b) The Each Trustee and the other Subordinated Lender waives Parties waive all rights and defenses arising out of an election of remedies by any the Senior LenderParties, even though that election of remedies, including, without limitation, including any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of the each Subordinated LenderParty’s rights of subrogation, reimbursement, reimbursement or contribution against the Borrower or any other guarantor of the Senior Obligations or any other PersonSpecified Subsidiary Guarantor. The Each Subordinated Lender Party expressly waives any rights or defenses it may have by reason of protection afforded to the Borrower or any other guarantor of the Senior Obligations or any other Person Specified Subsidiary Guarantor with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for securing the Senior Obligations. 1 Term to be updated to reference the appropriate defined term in future Indentures and instruments. (c) The Each Trustee and the other Subordinated Lender agrees Parties agree that, without the necessity of any reservation of rights against itany of them, and without notice to or further assent by itany of them, any demand for payment of the any Senior Obligations made by a Senior Lender Party may be rescinded in whole or in part by such any Senior LenderParty, and any Senior Obligation may be continued, and the Senior Obligations, or the liability of the Borrower any Specified Subsidiary Guarantor or any other guarantor or any other party upon or for any part thereof, or any Collateral or guarantee therefor thereof or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by a the Senior LenderParties, in each case without notice to or further assent by any Subordinated Party (to the Subordinated Lenderextent contemplated by the Indenture), which will remain bound under this Subordination Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (d) The Each Trustee and the other Subordinated Lender waives Parties waive any and all notice of the creation, renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Senior Lenders Parties upon this Subordination Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred and the consent given to create the obligations of the Borrower Specified Subsidiary Guarantors in respect of the Subordinated Obligations in reliance upon this Subordination Agreement, and all dealings between the Borrower Specified Subsidiary Guarantors and the Senior Lenders Parties shall be deemed to have been consummated in reliance upon this Subordination Agreement. The Each Subordinated Lender Party acknowledges and agrees that each the Senior Lender has Parties have relied upon the subordination and other agreements provided for herein in consenting to the Subordinated Obligations. The Each Subordinated Lender Party waives notice of or proof of reliance on this Subordination Agreement and protest, demand for payment and notice of default.