Common use of Waivers and Releases Clause in Contracts

Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, the Notes or any other Loan Document. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, the Notes Agreement or any other Loan Document. Each of the Guarantors hereby releases each of the Borrower Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notesother Loan Documents, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower Borrowers for the benefit of each of its their respective creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the such Borrower (or an investment in the equity capital of the such Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors The Parent hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateralcollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral collateral or other indulgence from time to time granted by any of the Credit Parties Agents, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Each Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors Agents, the Issuing Banks and the Lenders, the Parent hereby releases the Borrower Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise)) any, any "claims" (as defined in 11 U.S.C. Section ss. 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are the Parent is or would be entitled by virtue of their its obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties Agents, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which such Guarantors the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by such Guarantors the Parent under this Article 3Section 2.17, each the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors agrees that Agents, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors The Parent further agrees that, as between such Guarantorthe Parent, on the one hand, and the Credit PartiesAgents, the Issuing Banks and the Lenders, on the other hand, (ai) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 8.2 hereof for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (bii) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 8.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Guarantors Parent for purposes of this guarantee. The obligations Obligations of the Guarantors Parent under this Article 3 Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding proceedings in bankruptcy or reorganization or otherwise, and each Guarantor the Parent agrees that it will, jointly and severally, will indemnify the Credit Parties Agents, the Issuing Banks and the Lenders on demand for reasonable their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties Agents, the Issuing Banks and the Lenders in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateralcollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral collateral or other indulgence from time to time granted by any of the Credit Parties Lenders, the Arranging Agents or the Administrative Agent in respect of this Agreement, the Revolving Notes or any other Loan Document. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section ss. 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties Lenders, the Arranging Agents or the Administrative Agent of their rights with respect to any Collateralcollateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Revolving Notes, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit PartiesAdministrative Agent, the Arranging Agents and the Lenders, on the other hand, (ai) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (bii) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations Obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will, jointly and severally, will indemnify the Credit Parties Lenders, the Arranging Agents and the Administrative Agents on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties Lenders, the Arranging Agents, or the Administrative Agent in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, the Notes or any other Loan DocumentDocument or any Credit Party Interest Hedge Agreement. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "“claims" ” (as defined in 11 U.S.C. Section § 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement Agreement, the other Loan Documents and the NotesCredit Party Interest Hedge Agreements, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).this

Waivers and Releases. Each of the Guarantors The Parent hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateralcollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral collateral or other indulgence from time to time granted by any of the Credit Parties Agents, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Each Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors Agents, the Issuing Banks and the Lenders, the Parent hereby releases the Borrower Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise)) any, any "claims" (as defined in 11 U.S.C. Section ss. 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are the Parent is or would be entitled by virtue of their its obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties Agents, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which such Guarantors the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by such Guarantors the Parent under this Article 3Section 2.17, each the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors agrees that Agents, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).The

Waivers and Releases. Each of the Guarantors Holdco hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateralcollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral collateral or other indulgence from time to time granted by any of the Senior Credit Parties in respect of this Agreement, the Notes or any other Loan Document. Each Until the Senior Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors Senior Credit Parties, Holdco hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise)) any, any "claims" (as defined in 11 U.S.C. Section ss. 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are Holdco is or would be entitled by virtue of their its obligations hereunder, any payment made pursuant hereto or the exercise by the Senior Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors Holdco may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrower may not be released by such Guarantors Holdco under this Article 3, each Holdco agrees that, until the Senior Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors agrees that Senior Credit Parties, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Senior Obligations guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors Holdco hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors Holdco further agrees that, as between such GuarantorHoldco, on the one hand, and the Senior Credit Parties, on the other hand, (ai) the maturity of the Senior Obligations guaranteed hereby may be accelerated as provided in Section 9.2 10.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Senior Obligations guaranteed hereby, and (bii) in the event of any declaration of acceleration of such Senior Obligations as provided in Section 9.2 10.2 hereof, such Senior Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Guarantors Holdco for purposes of this guarantee. The obligations Obligations of the Guarantors Holdco under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Senior Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding proceedings in bankruptcy or reorganization or otherwise, and each Guarantor Holdco agrees that it will, jointly and severally, will indemnify the Senior Credit Parties on demand for reasonable their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Senior Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, the Notes Agreement or any other Loan Document. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notesother Loan Documents, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, the Notes or any other Loan DocumentDocument or any Credit Party Interest Hedge Agreement. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement Agreement, the other Loan Documents and the NotesCredit Party Interest Hedge Agreements, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guaranteeGuarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors The Parent hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateralcollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral collateral or other indulgence from time to time granted by any of the Credit Parties Administrative Agent, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Each Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors Administrative Agent, the Issuing Banks and the Lenders, the Parent hereby releases the Borrower Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise)) any, any "claims" (as defined in 11 U.S.C. Section U.S.C.Section 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are the Parent is or would be entitled by virtue of their its obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties Administrative Agent, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which such Guarantors the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by such Guarantors the Parent under this Article 3Section 2.17, each the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors agrees that Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed Guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors The Parent further agrees that, as between such Guarantorthe Parent, on the one hand, and the Credit PartiesAdministrative Agent, the Issuing Banks and the Lenders, on the other hand, (ai) the maturity of the Obligations guaranteed Guaranteed hereby may be accelerated as provided in Section 9.2 8.2 hereof for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed Guaranteed hereby, and (bii) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 8.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Guarantors Parent for purposes of this guarantee. The obligations Obligations of the Guarantors Parent under this Article 3 Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed Guaranteed hereunder, whether as a result of any Insolvency Proceeding proceedings in bankruptcy or reorganization or otherwise, and each Guarantor the Parent agrees that it will, jointly and severally, will indemnify the Credit Parties Administrative Agent, the Issuing Banks and the Lenders on demand for reasonable their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, the Notes or any other Loan Document. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise Any failure by the Credit Parties of their rights with respect Beneficiary to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To insist upon the extent not released strict performance by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder Grantor of any of the Obligations guaranteed hereunder, whether as terms and provisions hereof shall not be deemed to be a result waiver of any Insolvency Proceeding or otherwiseof the terms and provisions hereof, and each Guarantor agrees that it willthe Beneficiary, jointly notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by the Grantor of any and severallyall of the terms and provisions of this Deed of Trust. Neither the Grantor nor any other person now or hereafter obligated for the payment of the whole or any part of the Indebtedness shall be relieved of such obligation by reason of (i) the failure of the Beneficiary to comply with any request of the Grantor, indemnify (ii) the Credit Parties on demand failure of the Beneficiary to take action to foreclose this Deed of Trust or otherwise enforce any of the provisions of this Deed of Trust or any of the other Documents, (iii) the release, regardless of consideration, of the whole or any part of the security held for reasonable costs the Indebtedness, or (iv) any agreement or stipulation between any subsequent owner(s) of the Premises and expenses (includingthe Beneficiary extending the time of payment or modifying the terms of the Note or Deed of Trust, without limitationfirst having obtained the consent of the Grantor or such other person; and regardless of the occurrence of any such event, reasonable fees the Grantor and expenses of counsel) incurred all such other persons shall continue to be liable to make payments hereunder unless expressly released and discharged in writing by the Credit Parties in connection with such rescission Beneficiary. Regardless of consideration and without the necessity for any notice to or restoration. Each Guarantor further agrees with consent by the Borrower holder of any subordinate lien on the Premises, the Beneficiary may release the obligation of anyone at any time liable for any of the Indebtedness or any part of the security held for the benefit of each of its creditors (includingIndebtedness, without limitation, resort for the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower Indebtedness to any other security held by the Beneficiary in such Guarantor)order and manner as the Beneficiary may elect, or extend the time of payment or otherwise modify the terms of the Note, this Deed of Trust or any of the other Documents without in any way impairing or affecting the lien of this Deed of Trust or its priority over any subordinate lien. The holder of any subordinate lien shall have no right to terminate any lease affecting the Premises whether or not such lease is subordinate to this Deed of Trust.

Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, the Notes Agreement or any other Loan Document. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "“claims" ” (as defined in 11 U.S.C. Section § 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notesother Loan Documents, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors The Parent hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateralcollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral collateral or other indulgence from time to time granted by any of the Credit Parties Administrative Agent, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Each Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors Administrative Agent, the Issuing Banks and the Lenders, the Parent hereby releases the Borrower Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise)) any, any "claims" (as defined in 11 U.S.C. Section X.X.X.xx. 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are the Parent is or would be entitled by virtue of their its obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties Administrative Agent, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which such Guarantors the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by such Guarantors the Parent under this Article 3Section 2.17, each the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors agrees that Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed Guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors Parent hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors The Parent further agrees that, as between such Guarantorthe Parent, on the one hand, and the Credit PartiesAdministrative Agent, the Issuing Banks and the Lenders, on the other hand, (ai) the maturity of the Obligations guaranteed Guaranteed hereby may be accelerated as provided in Section 9.2 8.2 hereof for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed Guaranteed hereby, and (bii) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 8.2 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Guarantors Parent for purposes of this guarantee. The obligations Obligations of the Guarantors Parent under this Article 3 Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed Guaranteed hereunder, whether as a result of any Insolvency Proceeding proceedings in bankruptcy or reorganization or otherwise, and each Guarantor the Parent agrees that it will, jointly and severally, will indemnify the Credit Parties Administrative Agent, the Issuing Banks and the Lenders on demand for reasonable their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties Administrative Agent, the Issuing Banks and the Lenders in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors Guarantor hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateralcollateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral collateral or other indulgence from time to time granted by any of the Credit Parties Administrative Agent, the Issuing Bank or any of the Lenders in respect of this Agreement, the Loans, the Notes or any other Loan Document. Each Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Guarantors hereby releases Administrative Agent, the Issuing Bank and the Lenders, all rights of any Guarantor against the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any a payment hereunder by such Guarantor by way of right of subrogation, exoneration contribution, reimbursement, indemnity or reimbursementotherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. To the extent not released by such Guarantors under this Article 3In addition, each any indebtedness of the Guarantors agrees that it Borrower or any Guarantor now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of the Obligations. If any amount shall not erroneously be entitled paid to any right Guarantor on account of (i) such subrogation, exonerationcontribution, reimbursement reimbursement, indemnity or contribution similar right or (ii) any such indebtedness of the Borrower or any other Guarantor, such amount shall be held in respect trust for the benefit of any Obligations guaranteed herebythe Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. With respect to this Agreement Agreement, the Loans and the Notes, each of the Guarantors Guarantor hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors Guarantor further agrees that, as between such Guarantor, on the one hand, and the Credit PartiesAdministrative Agent, the Issuing Bank and the Lenders, on the other hand, (ai) the maturity of the Obligations guaranteed Guaranteed hereby may be accelerated as provided in Section 9.2 8.01 hereof for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed Guaranteed hereby, and (bii) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 8.01 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by each of the Guarantors such Guarantor for purposes of this guaranteeGuaranty. The obligations Obligations of the Guarantors each Guarantor under this Article 3 Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed Guaranteed hereunder, whether as a result of any Insolvency Proceeding proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will, jointly and severally, will indemnify the Credit Parties Administrative Agent, the Issuing Bank and the Lenders on demand for their reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties Administrative Agent, the Issuing Bank and the Lenders in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the benefit of each of its creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the Borrower (or an investment in the equity capital of the Borrower by such Guarantor).

Waivers and Releases. Each of the Guarantors hereby waives notice of, and consents to, any extension of time of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, the Notes or any other Loan Document. Each of the Guarantors hereby releases each of the Borrower Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section ss. 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower Borrowers for the benefit of each of its their respective creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to the such Borrower (or an investment in the equity capital of the such Borrower by such Guarantor).