Common use of Waivers by Borrower Clause in Contracts

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders entering into this Agreement and that Agent and Lenders are relying upon the foregoing in their dealings with Borrower. Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Waivers by Borrower. To 13.1. Lender shall not be deemed to have waived any provision of this Agreement, or any right or remedy which it may have hereunder, or at law or equity, unless such waiver is in writing and signed by Lender. 13.2. Borrower waives the fullest extent permitted right to direct the application of any payments at any time or times received by Applicable LawLender on account of the Obligations and Borrower agrees that Lender shall have the continuing exclusive right to apply and reapply such payments in any manner as Lender may deem advisable. 13.3. Except as otherwise provided for in this Agreement, Borrower waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentmentprotest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, non-payment, nonpayment at maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable. 13.4. Failure or delay by Lender in exercising or enforcing any right, power, privilege, lien, option or remedy hereunder shall not operate as a waiver thereof and hereby ratifies anything Agent may do a waiver by Lender of any default by Borrower under this Agreement shall not be construed to create any right or expectation of future waiver of any subsequent breach or default by Borrower under this Agreement whether of the same or of a different nature. 13.5. Lender shall not in this regardany way or manner be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage thereto occurring or arising in any manner or fashion from any cause; (c) notice prior to taking possession any diminution in the value thereof; or control (d) any act or default of any carrier, warehouseman, bailee, forwarding agency or other Person whomsoever. All such risk or loss, damage or destruction of the Collateral shall be borne by Borrower. 13.6. Borrower waives (to the extent the same may be lawfully waived): any and all causes of action and claims which it may now or ever have against Lender for failing to protect any Collateral in its possession, or failing to collect or sell any of the Collateral, notwithstanding the effect of such possession, collection or sale upon the business of Borrower. In addition, Borrower hereby releases Lender of and from: (a) any and all liabilities or penalties for failure of Lender to perfect or maintain the priority of its security interest or to comply with any statutory or other requirement imposed on Lender; and (db) any error of judgment or mistake of fact or law. 13.7. In the event Lender seeks to obtain possession of any of the Collateral by replevin or other judicial process, Borrower hereby waives: (a) any bond or security that might required to be required posted by a any statute, court prior rule or otherwise as an incident to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating theretosuch possession; and (gb) notice any demand for possession of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement Collateral prior to Agent and Lenders entering into this Agreement and that Agent and Lenders are relying upon the foregoing in their dealings with Borrower. Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event commencement of litigation, this Agreement may be filed as a written consent any suit or action to a trial by the courtrecover possession thereof.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (ai) the right to trial by jury (which Agent and each Lender hereby also waives) in any action, suit, proceeding or dispute counterclaim of any kind relating in any way arising out of or related to any of the Loan Documents, the Obligations or the Collateral; (bii) presentment, demand, protest, demand and protest and notice of presentment, protest, default, non-non payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, liable and hereby ratifies anything and confirms whatever Agent may do in this regard; (ciii) notice prior to taking possession or control of any Collateral; (d) the Collateral or any bond or security that which might be required by a any court prior to allowing Agent to exercise any rights or of Agent's remedies; (eiv) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (gv) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent Agent's and Lenders Lender's entering into this Agreement and that Agent and Lenders are relying upon the foregoing waivers in their its future dealings with Borrower. Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtCourt.

Waivers by Borrower. To the fullest extent permitted by Applicable Lawapplicable law, Borrower waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, and hereby ratifies anything Agent Lender may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent Lender to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Actionenforcement action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing in their its dealings with Borrower. Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (a) Borrower waives any and all requirements that Lender institute any action or proceeding at law or in equity against anyone else with respect to the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute breach of any kind relating obligations, duties, representations, warranties, or covenants under the Loan Documents or with respect to any security held by Lender, as a condition precedent to bringing an action against Borrower. All remedies afforded to Lender under this Agreement or available at law or in equity are separate and cumulative remedies and none of such remedies, whether exercised by Lender or not, shall be deemed to be to the exclusion of any other remedy, and shall not in any way limit or prejudice any other legal or equitable remedy available to any Loan Documents, Obligations or Collateral; Lender. (b) presentmentBorrower waives presentment for payment, demand, protest, notice of presentmentprotest and of dishonor, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof, notices of default, notice of intent to accelerate, notice of acceleration, and all other notices now or hereafter provided by law. (c) Borrower waives all right to require Lender to proceed against Guarantor or any other person, firm or corporation or to apply any security Lender may hold at any time or to pursue any judicial, nonjudicial and/or provisional remedy. Lender may proceed against Borrower acknowledges that with respect to the foregoing waivers are a material inducement to Agent and Lenders entering into enforcement of this Agreement and that Agent the other Loan Documents without taking any action against Guarantor or any other person, firm or corporation and Lenders are relying upon without proceeding against or applying any security Lender holds. (d) Until all obligations arising under the foregoing in their dealings with BorrowerLoan Documents and all Related Loans (“Obligations”) have been fully satisfied, neither Borrower nor any other person shall have any right of subrogation. Borrower has reviewed waives any benefit of and any right to participate in any collateral or security held by Lender for the foregoing waivers with its legal counsel performance of any Obligations. Borrower authorizes Lender, at Lender’s sole discretion, without any notice to Borrower whatsoever (other than notices that are required by law and has knowingly and voluntarily waived its jury trial and that cannot be waived), to exercise any right or remedy which Lender may have, including without limitation judicial foreclosure, exercise of rights of private power of sale, or taking of a deed or an assignment in lieu of foreclosure, as to any collateral or security that Lender may hold. Borrower shall be liable to Lender for any deficiency resulting from Lender’s exercise of any remedy, even though any rights, including without limitation any rights of subrogation, contribution and/or indemnity, that Borrower may have against any other rights following consultation with legal counsel. In parties might be destroyed or diminished as a result of Lender’s exercise of any remedy available to it. (e) Upon the event occurrence of litigationan Event of Default, Lender may maintain an action upon this Agreement whether or not action is brought against Borrower and whether or not Borrower is joined in such action. Any action brought by Lender may relate to any or all of the Property and each, any, or all Lots and/or Homes or other property financed under the Credit Line or any Related Loan, it being the intention to allow Lender the greatest latitude allowed by law to pursue its remedies as to each Lot, Home or other property individually or independently of other Lots, Homes or property or to pursue its remedies against all Lots, Homes and property concurrently, as Lender may elect in its sole discretion. Lender may maintain successive actions for other defaults, and Lender’s rights hereunder shall not be filed as a written consent to a trial exhausted or waived, and Lender shall not be estopped from, proceeding against Borrower by the courtexercise of any of Lender’s rights or remedies or by any such action or by any number of successive actions, until and unless all of the Obligations have been fully performed or otherwise satisfied. (f) Any action, whether judicial or nonjudicial or in pursuit of any provisional remedy, taken by Lender that impairs or destroys any rights Borrower may have against any other person shall not constitute a waiver or an estoppel of Lender’s rights to proceed against and initiate any action against Borrower to enforce the terms of this Agreement or any Loan Document until the Obligations have been fully satisfied. (g) Borrower waives any defense or benefits arising out of any federal or state bankruptcy, insolvency, or debtor relief laws, including without limitation under Sections 364 or 1111(b)(2) of the United States Bankruptcy Code. Borrower’s acceptance of each Advance shall be deemed to be a reaffirmation and confirmation of each of Borrower’s representations and warranties contained in the Loan Documents and that no default has occurred under any of the Loan Documents.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (a) Borrower waives any and all requirements that Lender institute any action or proceeding at law or in equity against anyone else with respect to the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute breach of any kind relating obligations, duties, representations, warranties, or covenants under the Loan Documents or with respect to any security held by Lender, as a condition precedent to bringing an action against Borrower. All remedies afforded to Lender under this Agreement or available at law or in equity are separate and cumulative remedies and none of such remedies, whether exercised by Lender or not, shall be deemed to be to the exclusion of any other remedy, and shall not in any way limit or prejudice any other legal or equitable remedy available to any Loan Documents, Obligations or Collateral; Lender. (b) presentmentBorrower waives presentment for payment, demand, protest, notice of presentmentprotest and of dishonor, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof, notices of default, notice of intent to accelerate, notice of acceleration, and all other notices now or hereafter provided by law. (c) Borrower waives all right to require Lender to proceed against Guarantor or any other person, firm or corporation or to apply any security Lender may hold at any time or to pursue any judicial, nonjudicial and/or provisional remedy. Lender may proceed against Borrower acknowledges that with respect to the foregoing waivers are a material inducement to Agent and Lenders entering into enforcement of this Agreement and that Agent the other Loan Documents without taking any action against Guarantor or any other person, firm or corporation and Lenders are relying upon without proceeding against or applying any security Lender holds. (d) Until all obligations arising under the foregoing in their dealings with BorrowerLoan Documents and all Related Loans (“Obligations”) have been fully satisfied, neither Borrower nor any other person shall have any right of subrogation. Borrower has reviewed waives any benefit of and any right to participate in any collateral or security held by Lender for the foregoing waivers with its legal counsel performance of any Obligations. Borrower authorizes Lender, at Lender’s sole discretion, without any notice to Borrower whatsoever (other than notices that are required by law and has knowingly and voluntarily waived its jury trial and that cannot be waived), to exercise any right or remedy which Lender may have, including without limitation judicial foreclosure, exercise of rights of private power of sale, or taking of a deed or an assignment in lieu of foreclosure, as to any collateral or security that Lender may hold. Borrower shall be liable to Lender for any deficiency resulting from Lender’s exercise of any remedy, even though any rights, including without limitation any rights of subrogation, contribution and/or indemnity, that Borrower may have against any other rights following consultation with legal counsel. In parties might be destroyed or diminished as a result of Lender’s exercise of any remedy available to it. (e) Upon the event occurrence of litigationan Event of Default, Lender may maintain an action upon this Agreement whether or not action is brought against Borrower and whether or not Borrower is joined in such action. Any action brought by Lender may relate to any or all of the Property and each, any, or all Lots and/or Homes or other property financed under the Credit Line or any Related Loan, it being the intention to allow Lender the greatest latitude allowed by law to pursue its remedies as to each Lot, Home or other property individually or independently of other Lots, Homes or property or to pursue its remedies against all Lots, Homes and property concurrently, as Lender may elect in its sole discretion. Lender may maintain successive actions for other defaults, and Lender’s rights hereunder shall not be filed as a written consent to a trial exhausted or waived, and Lender shall not be estopped from proceeding against Borrower by the courtexercise of any of Lender’s rights or remedies or by any such action or by any number of successive actions, until and unless all of the Obligations have been fully performed or otherwise satisfied. (f) Any action, whether judicial or nonjudicial or in pursuit of any provisional remedy, taken by Lender that impairs or destroys any rights Borrower may have against any other person shall not constitute a waiver or an estoppel of Lender’s rights to proceed against and initiate any action against Borrower to enforce the terms of this Agreement or any Loan Document until the Obligations have been fully satisfied. (g) Borrower waives any defense or benefits arising out of any federal or state bankruptcy, insolvency, or debtor relief laws, including without limitation under Sections 364 or 1111(b)(2) of the United States Bankruptcy Code. Borrower’s acceptance of each Advance shall be deemed to be a reaffirmation and confirmation of each of Borrower’s representations and warranties contained in the Loan Documents and that no default has occurred under any of the Loan Documents.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, and hereby ratifies anything Agent Lender may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent Lender to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing in their its dealings with Borrower. Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (ai) the right to trial by jury (which Agent and each Lender hereby also waives) in any action, suit, proceeding or dispute counterclaim of any kind relating in any way arising out of or related to any of the Loan Documents, the Obligations or the Collateral; (bii) presentment, demand, protest, demand and protest and notice of presentment, protest, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, liable and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; (ciii) notice prior to taking possession or control of any Collateral; (d) the Collateral or any bond or security that which might be required by a any court prior to allowing Agent Lender to exercise any rights or of Lender's remedies; (eiv) the benefit of all valuation, appraisement and exemption laws; (fv) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in respect of any way relating claim for breach of contract or any other theory of liability arising out of, or the taking of any enforcement action, or related to any Enforcement Actionof the Loan Documents, Obligations, Loan Documents any transaction thereunder or transactions relating theretothe use of the proceeds of any Advances; and (gvi) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender's entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing waivers in their its future dealings with Borrower. Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders entering into this Agreement and that Agent and Lenders they are relying upon the foregoing in their dealings with Borrower. Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (ai) the right to trial by jury (which Agent and each Lender hereby also waives) in any action, suit, proceeding or dispute counterclaim of any kind relating in any way arising out of or related to any Loan of the Financing Documents, the Obligations or the Collateral; (bii) presentment, demand, protest, demand and protest and notice of presentment, protest, default, non-non payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, liable and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; (ciii) notice prior to taking possession or control of any Collateral; (d) the Collateral or any bond or security that which might be required by a any court prior to allowing Agent Lender to exercise any rights or of Lender's remedies; (eiv) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (gv) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender's entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing waivers in their its future dealings with Borrower. Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtcourt in which such litigation is brought.

Waivers by Borrower. To Borrower hereby waives, to the fullest extent permitted by Applicable Law, Borrower waives the same may be waived under applicable law: (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute notice of any kind relating in any way to any Loan Documents, Obligations or Collateralacceptance of this Agreement; (b) presentmentall claims, demand, protest, notice causes of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liableaction, and hereby ratifies anything Agent may do rights of Borrower against Lender on account of actions taken or not taken by Lender in this regardthe exercise of Lender’s rights or remedies hereunder, under the other Loan Documents, or under applicable law; (c) notice prior all claims of Borrower for failure of Lender to taking possession comply with any requirement of applicable law relating to enforcement of Lender’s rights or control of any Collateralremedies hereunder, under the other Loan Documents, or under applicable law; (d) any bond or security that might be required by a court prior all rights of redemption of Borrower with respect to allowing Agent to exercise any rights or remediesthe Collateral; (e) in the benefit event Lender seeks to repossess any or all of all valuationthe Collateral by judicial proceedings, appraisement and exemption lawsany bond(s) or demand(s) for possession that otherwise may be necessary or required; (f) presentment, demand for payment, protest and notice of non-payment and all exemptions; (g) any claim against Agent and all other notices or demands that by applicable law must be given to or made upon Borrower by Lender; (h) settlement, compromise, or release of the obligations of any person primarily or secondarily liable upon any of the Obligations; (i) all rights of Borrower to demand that Lender release account borrowers from further obligation to Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (gj) notice substitution, impairment, exchange, or release of acceptance hereofany Collateral for any of the Obligations. Borrower acknowledges agrees that Lender may exercise any or all of its rights and/or remedies hereunder, under the foregoing waivers are a material inducement other Loan Documents, and under applicable law without resorting to Agent and Lenders entering into without regard to any Collateral or sources of liability with respect to any of the Obligations. Upon termination of this Agreement and that Agent Lender’ security interest hereunder and Lenders are relying upon payment of all Obligations, within sixty days following Borrower’s request to Lender, Lender shall release control of any security interest in the foregoing in their dealings with Borrower. Collateral perfected by control and Lender shall send Borrower has reviewed a statement terminating any financing statement filed against the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtCollateral.

Waivers by Borrower. To (a) Except as otherwise provided for in this Agreement and to the fullest extent permitted by Applicable Lawapplicable law, Borrower waives waives: (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, non-paymentnonpayment, maturity, release, compromise, settlement, extension or renewal of any or all Loan Documents, the Notes or any other notes, commercial paper, accountsAccounts, contracts, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; (cb) all rights to notice and a hearing prior to Lender’s taking possession or control of of, or to Lender’s replevy, attachment or levy upon, any Collateral; (d) Collateral or any bond or security that which might be required by a any court prior to allowing Agent Lender to exercise any rights or of its remedies; and (ec) the benefit of all valuation, appraisement appraisal and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereofLaws. Borrower acknowledges that it has been advised by counsel of its choices and decisions with respect to this Agreement, the foregoing waivers are other Loan Documents and the transactions evidenced hereby and thereby. (b) Borrower for itself and all endorsers, guarantors and sureties and their heirs, legal representatives, successors and assigns, (i) agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender; (ii) consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions of this Loan Agreement, the Note, and to any substitution, exchange or release of the collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any Borrower, endorsers, guarantors, or sureties, or whether primarily or secondarily liable, without notice to Borrower and without affecting its liability hereunder; (iii) agrees that its liability shall be unconditional and without regard to the liability of any other tax; and (iv) expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a material inducement result contrary to Agent or in conflict with the foregoing. (c) Each and Lenders entering into every covenant and condition for the benefit of Lender contained in this Agreement and the other Loan Documents may be waived by Lender; provided, however, that Agent to the extent that Lender may have acquiesced in any noncompliance with any requirements or conditions precedent to the closing of the Credit Facilities or to any subsequent disbursement of Credit Facility proceeds, such acquiescence shall not be deemed to constitute a waiver by Lender of such requirements with respect to any future disbursements of Loan proceeds and Lenders are relying Lender may at any time after such acquiescence require Borrower to comply with all such requirements. Any forbearance by Lender in exercising any right or remedy under any of the Loan Documents, or otherwise afforded by applicable law, including any failure to accelerate the Maturity Date shall not be a waiver of or preclude the exercise of any right or remedy nor shall it serve as a novation of the Note or as a reinstatement of the Loan or a waiver of such right of acceleration or the right to insist upon strict compliance of the foregoing terms of the Loan Documents. Lender’s acceptance of payment of any sum secured by any of the Loan Documents after the due date of such payment shall not be a waiver of Lender’s right to either require prompt payment when due of all other sums so secured or to declare a default for failure to make prompt payment. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender’s right to accelerate the maturity of the Loan, nor shall Lender’s receipt of any condemnation awards, insurance proceeds, or damages under this Agreement of this Agreement operate to cure or waive Borrower’s or Guarantor’s default in their dealings with Borrower. payment of sums secured by any of the Loan Documents. (d) Without limiting the generality of anything contained in this Agreement or the other Loan Documents, Borrower has reviewed the foregoing waivers with its legal counsel agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and has knowingly and voluntarily waived its jury trial (ii) all liens and other rights following consultation with legal counselrights, remedies or privileges provided to Lender shall remain in full force and effect until the Obligations have been satisfied in full. (e) Nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any part of the Collateral for the satisfaction of any of Borrower’s obligations under the Loan Documents in preference or priority to any other Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of Borrower’s obligations under the Loan Documents. In addition, Lender shall have the right from time to time during the continuance of an Event of Default to partially foreclose upon any Collateral in any manner and for any amounts secured by the Loan Documents then due and payable as determined by Lender in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon all or any part of the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Notes, Lender may foreclose all or any part of the Collateral to recover so much of the principal balance of the Notes as Lender may accelerate and such other sums secured by one or more of the Security Instrument as Lender may elect. Notwithstanding one or more partial foreclosures, any unforeclosed Collateral shall remain subject to the Loan Documents to secure payment of sums secured by the Loan Documents and not previously recovered. (f) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives in the event of litigationforeclosure of any or all of the Collateral any equitable right otherwise available to Borrower which would require the separate sale of the any of the Collateral or require Lender to exhaust its remedies against any part of the Collateral before proceeding against any other part of the Collateral; and further in the event of such foreclosure Borrower does hereby expressly consents to and authorizes, this Agreement may be filed as a written consent to a trial by at the courtoption of Lender, the foreclosure and sale either separately or together of each part of the Collateral.

Waivers by Borrower. To (a) Except as otherwise provided for in this Agreement and to the fullest extent permitted by Applicable Lawapplicable law, Borrower waives waives: (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, non-paymentnonpayment, maturity, release, compromise, settlement, extension or renewal of any or all Loan Documents, the Notes or any other notes, commercial paper, accountsAccounts, contracts, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; (cb) all rights to notice and a hearing prior to Lender’s taking possession or control of of, or to Lender’s replevy, attachment or levy upon, any Collateral; (d) Collateral or any bond or security that which might be required by a any court prior to allowing Agent Lender to exercise any rights or of its remedies; and (ec) the benefit of all valuation, appraisement appraisal and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereofLaws. Borrower acknowledges that it has been advised by counsel of its choices and decisions with respect to this Agreement, the foregoing waivers are other Loan Documents and the transactions evidenced hereby and thereby. (b) Borrower for itself and all endorsers, guarantors and sureties and their heirs, legal representatives, successors and assigns, (i) agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender; (ii) consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions of this Loan Agreement, the Note, and to any substitution, exchange or release of the collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any Borrower, endorsers, guarantors, or sureties, or whether primarily or secondarily liable, without notice to Borrower and without affecting its liability hereunder; (iii) agrees that its liability shall be unconditional and without regard to the liability of any other tax; and (iv) expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a material inducement result contrary to Agent or in conflict with the foregoing. (c) Each and Lenders entering into every covenant and condition for the benefit of Lender contained in this Agreement and the other Loan Documents may be waived by Lender; provided, however, that Agent to the extent that Lender may have acquiesced in any noncompliance with any requirements or conditions precedent to the Closing of the Credit Facilities or to any subsequent disbursement of Credit Facility proceeds, such acquiescence shall not be deemed to constitute a waiver by Lender of such requirements with respect to any future disbursements of Loan proceeds and Lenders are relying Lender may at any time after such acquiescence require Borrower to comply with all such requirements. Any forbearance by Lender in exercising any right or remedy under any of the Loan Documents, or otherwise afforded by applicable law, including any failure to accelerate the Maturity Date shall not be a waiver of or preclude the exercise of any right or remedy nor shall it serve as a novation of the Note or as a reinstatement of the Loan or a waiver of such right of acceleration or the right to insist upon strict compliance of the foregoing terms of the Loan Documents. Lender’s acceptance of payment of any sum secured by any of the Loan Documents after the due date of such payment shall not be a waiver of Lender’s right to either require prompt payment when due of all other sums so secured or to declare a default for failure to make prompt payment. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender’s right to accelerate the maturity of the Loan, nor shall Lender’s receipt of any condemnation awards, insurance proceeds, or damages under this Agreement of this Agreement operate to cure or waive Borrower’s or Guarantor’s default in their dealings with Borrower. payment of sums secured by any of the Loan Documents. (d) Without limiting the generality of anything contained in this Agreement or the other Loan Documents, Borrower has reviewed the foregoing waivers with its legal counsel agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and has knowingly and voluntarily waived its jury trial (ii) all liens and other rights following consultation with legal counselrights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and any other properties owned by Borrower and the Loan Documents and other security instruments or agreements securing the Loans has been foreclosed, sold and/or otherwise realized upon in satisfaction of Borrower’s obligations under the Notes. (e) Nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any part of the Collateral for the satisfaction of any of Borrower’s obligations under the Loan Documents in preference or priority to any other Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of Borrower’s obligations under the Loan Documents. In addition, Lender shall have the right from time to time to partially foreclose upon any Collateral in any manner and for any amounts secured by the Loan Documents then due and payable as determined by Lender in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon all or any part of the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Notes, Lender may foreclose all or any part of the Collateral to recover so much of the principal balance of the Notes as Lender may accelerate and such other sums secured by one or more of the Security Instrument as Lender may elect. Notwithstanding one or more partial foreclosures, any unforeclosed Collateral shall remain subject to the Loan Documents to secure payment of sums secured by the Loan Documents and not previously recovered. (f) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives in the event of litigationforeclosure of any or all of the Collateral any equitable right otherwise available to Borrower which would require the separate sale of the any of the Collateral or require Lender to exhaust its remedies against any part of the Collateral before proceeding against any other part of the Collateral; and further in the event of such foreclosure Borrower does hereby expressly consents to and authorizes, this Agreement may be filed as a written consent to a trial by at the courtoption of Lender, the foreclosure and sale either separately or together of each part of the Collateral.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (ai) the right to trial by jury (which Agent and each Lender hereby also waives) in any action, suit, proceeding or dispute counterclaim of any kind relating in any way arising out of or related to any of the Loan Documents, the Obligations or the Collateral; (bii) presentment, demand, protest, demand and protest and notice of presentment, protest, default, non-non payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, liable and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; (ciii) notice prior to taking possession or control of any Collateral; (d) the Collateral or any bond or security that which might be required by a any court prior to allowing Agent Lender to exercise any rights or of Lender's remedies; (eiv) the benefit of all valuation, appraisement and exemption laws; (fv) any claim against Agent or any Lender, Lender on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any way relating to of the Loan Documents, any Enforcement Action, Obligations, Loan Documents transaction thereunder or transactions relating theretothe use of the proceeds of the Term Loan; and (gvi) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender's entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing waivers in their its future dealings with Borrower. Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtCourt.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (ai) the right to trial by jury (which Agent and each Lender hereby also waives) in any action, suit, proceeding or dispute counterclaim of any kind relating in any way arising out of or related to any Loan of the DIP Financing Documents, the Obligations or the Collateral; (bii) presentment, demand, protest, demand and protest and notice of presentment, protest, default, non-non payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, liable and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; (ciii) notice prior to taking possession or control of any Collateral; (d) the Collateral or any bond or security that which might be required by a any court prior to allowing Agent Lender to exercise any rights or of Lender’s remedies; (eiv) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (gv) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender’s entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing waivers in their its future dealings with Borrower. Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtcourt in which such litigation is brought.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (ai) the right to trial by jury (which Agent and each Lender hereby also waives) in any action, suit, proceeding or dispute counterclaim of any kind relating in any way arising out of or related to any of the Loan Documents, the Obligations or the Collateral; (bii) presentment, demand, protest, demand and protest and notice of presentment, protest, default, non-non payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, liable and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; (ciii) notice prior to taking possession or control of any Collateral; (d) the Collateral or any bond or security that which might be required by a court any Court prior to allowing Agent Lender to exercise any rights or of Lender's remedies; (eiv) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (gv) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender's entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing waivers in their its future dealings with Borrower. Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtCourt.

Waivers by Borrower. To the fullest extent permitted by Applicable ------------------- Law, Borrower waives (ai) the right to trial by jury (which Agent and each Lender hereby also waives) in any action, suit, proceeding or dispute counterclaim of any kind relating in any way arising out of or related to any Loan of the DIP Financing Documents, the Obligations or the Collateral; (bii) presentment, demand, protest, demand and protest and notice of presentment, protest, default, non-non payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, liable and hereby ratifies anything and confirms whatever Agent may do in this regard; (ciii) notice prior to taking possession or control of any Collateral; (d) the Collateral or any bond or security that which might be required by a any court prior to allowing Agent to exercise any rights or of Agent's remedies; (eiv) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (gv) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent Agent's and Lenders Lender's entering into this Agreement and that Agent and Lenders are relying upon the foregoing waivers in their its future dealings with Borrower. Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtcourt in which such litigation is brought.

Waivers by Borrower. To Borrower hereby waives, to the fullest extent permitted by Applicable Law, Borrower waives the same may be waived under applicable law: (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute notice of any kind relating in any way to any Loan Documents, Obligations or Collateralacceptance of this Agreement; (b) presentmentall claims, demandcauses of action and rights of Borrower against Lender on account of actions taken or not taken by Lender in the exercise of Lender's rights or remedies hereunder, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension under the Loan Documents or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regardunder applicable law; (c) notice prior all claims of Borrower for failure of Lender to taking possession comply with any requirement of applicable law relating to enforcement of Lender's rights or control of any Collateralremedies hereunder, under the Loan Documents or under applicable law; (d) any bond or security that might be required by a court prior all rights of redemption of Borrower with respect to allowing Agent to exercise any rights or remediesthe Collateral; (e) in the benefit event Lender seeks to repossess any or all of all valuationthe Collateral by judicial proceedings, appraisement and exemption lawsany bond(s) or demand(s) for possession which otherwise may be necessary or required; (f) presentment, demand for payment, protest and notice of non-payment and all exemptions; (g) any claim against Agent and all other notices or demands which by applicable law must be given to or made upon Borrower by Lender; (h) settlement, compromise or release of the obligations of any person primarily or secondarily liable upon any of the Obligations; (i) trial by jury in any action or proceeding of any kind or nature in connection with any of the Obligations, this Agreement or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, the Loan Documents or transactions relating theretoDocuments; and (gj) notice substitution, impairment, exchange or release of acceptance hereofany Collateral for any of the Obligations. Borrower acknowledges agrees that Lender may exercise any or all of its rights and/or remedies hereunder, under the foregoing waivers are a material inducement Loan Documents and under applicable law without resorting to Agent and Lenders entering into without regard to any Collateral or sources of liability with respect to any of the Obligations. Upon termination of this Agreement and that Agent Lender's security interest hereunder and Lenders are relying upon payment of all Obligations, within 45 days following Borrower's request to Lender, Lender shall release control of any security interest in the foregoing in their dealings with Borrower. Collateral perfected by control and Lender shall send Borrower has reviewed a statement terminating any financing statement filed against the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtCollateral.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (a) the right to trial by jury (which Agent Agent, Issuing Bank and each Lender hereby also waiveswaive) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent Agent, Issuing Bank or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent Agent, Issuing Bank and Lenders entering into this Agreement and that Agent and Lenders they are relying upon the foregoing in their dealings with Borrower. Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (ai) the right to trial by jury (which Agent and each Lender hereby also waives) in any action, suit, proceeding or dispute counterclaim of any kind relating in any way arising out of or related to any of the Loan Documents, the Obligations or the Collateral; (bii) presentment, demand, protest, demand and protest and notice of presentment, protest, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, liable and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; (ciii) notice prior to taking possession or control of any Collateral; (d) the Collateral or any bond or security that which might be required by a any court prior to allowing Agent Lender to exercise any rights or of Lender’s remedies; (eiv) the benefit of all valuation, appraisement and exemption laws; (fv) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in respect of any way relating claim for breach of contract or any other theory of liability arising out of, or the taking of any enforcement action, or related to any Enforcement Actionof the Loan Documents, Obligations, Loan Documents any transaction thereunder or transactions relating theretothe use of the proceeds of any Advances; and (gvi) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender’s entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing waivers in their its future dealings with Borrower. Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (a) the right to trial Except as otherwise provided for in this Agreement or by jury applicable law, Borrower waives: (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (bi) presentment, demand, protest, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, non-paymentnonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; , (cii) all rights to notice and a hearing prior to Lender's taking possession or control of any Collateral; (d) of, or to Lender's replevy, attachment or levy upon, the Collateral or any bond or security that which might be required by a any court prior to allowing Agent Lender to exercise any rights or of its remedies; , and (eiii) the benefit of all valuation, appraisement appraisal and exemption laws; . (fb) To the fullest extent permitted by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Loan Documents or any undertaking or transaction contemplated hereby. Lender shall not have any liability to Borrower (whether in tort, contract, equity or otherwise) for losses suffered by Borrower in connection with, arising out of, or in any way relating related to the transactions or relationships contemplated by this Agreement, or any Enforcement Actionact, Obligationsomission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Lender, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, Lender shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary case in the performance by it of the terms of this Agreement. Borrower: (i) certifies that neither Lender nor any representative, agent or attorney acting for or on behalf of Lender has represented, expressly or otherwise, that Lender would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Loan Documents or transactions relating thereto; and (gii) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders in entering into this Agreement and that Agent the other Loan Documents, Lender is relying upon, among other things, the waivers and Lenders are relying certifications set forth in this SECTION 11.4 and elsewhere in this Agreement. (c) Borrower waives the benefits of availability of any stay, limitation, hindrance, delay or restriction (including, without limitation, any automatic stay which otherwise might be imposed pursuant to Section 362 of the Bankruptcy Code) with respect to any action which Lender may or may become entitled to take under any of the Loan Documents. (d) Borrower waives any bond or surety or security upon the foregoing in their dealings with Borrower. Borrower has reviewed the foregoing waivers with such bond or surety which might be required of Lender before Lender enforces its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, under this Agreement may be filed as a written consent to a trial by the courtor otherwise applicable law.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which the Borrower may in any way be liable, and hereby ratifies anything Agent Lender may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent Lender to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing in their its dealings with Borrower. Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Waivers by Borrower. To the fullest extent permitted by Applicable Law, Borrower waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any action, suit, proceeding or dispute counterclaim of any kind relating in any way arising out of or related to any Loan of the Financing Documents, Obligations the Obligations, the Collateral or Collateralthis Agreement; (b) presentment, demand, protest, demand and protest and notice of presentment, protest, default, non-non payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent Lender on which Borrower may in any way be liable, liable and hereby ratifies anything Agent and confirms whatever Lender may do in this regard; (c) except as provided in the Financing Orders, notice prior to taking possession or control of any Collateral; (d) the Collateral or any bond or security that which might be required by a any court prior to allowing Agent Lender to exercise any rights or of Lender’s remedies; (ed) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (ge) notice of acceptance hereof. Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders Lender’s entering into this Agreement and that Agent and Lenders are Lender is relying upon the foregoing waivers in their its future dealings with Borrower. Borrower warrants and represents that it has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtcourt in which such litigation is brought.

Waivers by Borrower. To Borrower hereby waives, to the fullest extent permitted by Applicable Law, Borrower waives the same may be waived under applicable law: (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute notice of any kind relating in any way to any Loan Documents, Obligations or Collateralacceptance of this Agreement; (b) presentmentall claims, demandcauses of action and rights of Borrower against Lender on account of actions taken or not taken by Lender in the exercise of Lender’s rights or remedies hereunder, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension under the Loan Documents or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regardunder applicable law; (c) notice prior all claims of Borrower for failure of Lender to taking possession comply with any requirement of applicable law relating to enforcement of Lender’s rights or control of any Collateralremedies hereunder, under the Loan Documents or under applicable law; (d) any bond or security that might be required by a court prior all rights of redemption of Borrower with respect to allowing Agent to exercise any rights or remediesthe Collateral; (e) in the benefit event Lender seeks to repossess any or all of all valuationthe Collateral by judicial proceedings, appraisement and exemption lawsany bond(s) or demand(s) for possession which otherwise may be necessary or required; (f) presentment, demand for payment, protest and notice of non-payment and all exemptions; (g) any claim against Agent and all other notices or demands which by applicable law must be given to or made upon Borrower by Lender; (h) settlement, compromise or release of the obligations of any person primarily or secondarily liable upon any of the Obligations; (i) trial by jury in any action or proceeding of any kind or nature in connection with any of the Obligations, this Agreement or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, the Loan Documents or transactions relating theretoDocuments; and (gj) notice substitution, impairment, exchange or release of acceptance hereofany Collateral for any of the Obligations. Borrower acknowledges agrees that Lender may exercise any or all of its rights and/or remedies hereunder, under the foregoing waivers are a material inducement Loan Documents and under applicable law without resorting to Agent and Lenders entering into without regard to any Collateral or sources of liability with respect to any of the Obligations. Upon termination of this Agreement and that Agent Lender’s security interest hereunder and Lenders are relying upon payment of all Obligations, within 60 days following Borrower’s request to Lender, Lender shall release control of any security interest in the foregoing in their dealings with Borrower. Collateral perfected by control and Lender shall send Borrower has reviewed a statement terminating any financing statement filed against the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtCollateral.

Waivers by Borrower. Borrower waives notice of the creation, advance, increase, existence, extension, or renewal of, or of any indulgence with respect to, the Secured Obligations; waives presentment, demand, notice of dishonor, and protest; and waives notice of the amount of the Secured Obligations outstanding at any time. Borrower waives (a) any claim that, as to any part of the Collateral, a public sale, should Secured Party elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such Collateral, (b) except as otherwise provided in this Agreement, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH SECURED PARTY'S DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF SECURED PARTY’S RIGHTS HEREUNDER and (c) all rights of redemption, appraisal or valuation. To the fullest maximum extent permitted by Applicable Law, Borrower waives (a) all claims, damages, and demands against Secured Party, its Affiliates, agents, and the right to trial by jury (which Agent officers and each Lender hereby also waives) in any proceeding or dispute employees of any kind relating in any way to any Loan Documentsof them arising out of the repossession, Obligations retention, or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal sale of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may Collateral except such as are determined in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required a final judgment by a court prior of competent jurisdiction to allowing Agent to exercise have arisen solely out of the gross negligence or willful misconduct of any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereofsuch Person. Borrower acknowledges agrees that five days' prior notice by Secured Party to Borrower of the foregoing waivers are time and place of any public sale or of the time after which a material inducement to Agent and Lenders entering into this Agreement and that Agent and Lenders are relying upon the foregoing in their dealings with Borrower. Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event private sale may take place is reasonable notification of litigation, this Agreement may be filed as a written consent to a trial by the courtsuch matters.

Waivers by Borrower. To Borrower hereby waives, to the fullest extent permitted by Applicable Law, Borrower waives the same may be waived under applicable law: (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute notice of any kind relating in any way to any Loan Documents, Obligations or Collateralacceptance of this Agreement; (b) presentmentall claims, demandcauses of action and rights of Borrower against Lender on account of actions taken or not taken by Lender in the exercise of Lender’s rights or remedies hereunder, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension under the Loan Documents or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regardunder applicable law; (c) notice prior all claims of Borrower for failure of Lender to taking possession comply with any requirement of applicable law relating to enforcement of Lender’s rights or control of any Collateralremedies hereunder, under the Loan Documents or under applicable law; (d) any bond or security that might be required by a court prior all rights of redemption of Borrower with respect to allowing Agent to exercise any rights or remediesthe Collateral; (e) in the benefit event Lender seeks to repossess any or all of all valuationthe Collateral by judicial proceedings, appraisement and exemption lawsany bond(s) or demand(s) for possession which otherwise may be necessary or required; (f) presentment, demand for payment, protest and notice of non-payment and all exemptions; (g) any claim against Agent and all other notices or demands which by applicable law must be given to or made upon Borrower by Lender; (h) settlement, compromise or release of the obligations of any person primarily or secondarily liable upon any of the Obligations; (i) trial by jury in any action or proceeding of any kind or nature in connection with any of the Obligations, this Agreement or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, the Loan Documents or transactions relating theretoDocuments; and (gj) notice substitution, impairment, exchange or release of acceptance hereofany Collateral for any of the Obligations. Borrower acknowledges agrees that Lender may exercise any or all of its rights and/or remedies hereunder, under the foregoing waivers are a material inducement Loan Documents and under applicable law without resorting to Agent and Lenders entering into without regard to any Collateral or sources of liability with respect to any of the Obligations. Upon satisfaction of Borrower’s Obligations and termination of this Agreement and that Agent Lender’s security interest hereunder and Lenders are relying upon payment of all Obligations, within five (5) business days following Borrower’s written request to Lender, Lender shall release control of any security interest in the foregoing in their dealings with Borrower. Collateral perfected by control and Lender shall send Borrower has reviewed a statement terminating any financing statement filed against the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtCollateral.