Common use of Waivers, etc Clause in Contracts

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between any Subtenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Parties’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to, demandor limitation on, noticeits obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state in which any election of the Pledged Collateral may be located remedies or which may govern the Pledged Collateral, other action or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided inaction by this Agreement to the Agent or the Secured Parties and waives its rightsLenders, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to (other than, demandand to the extent of, noticethe defense of prior payment and performance of the Guarantied Obligations) or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, protest and, except each Guarantor waives each of the following: (a) Except as is otherwise provided herein, all other demands and notices in connection with this may be expressly contemplated by the Credit Agreement or the enforcement other Loan Documents, Specified Hedge Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Secured Parties’ rights hereunder Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, Specified Hedge Agreement or Other Lender Provided Financial Service Product, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor To the fullest extent permitted by Law, the Parent hereby waives presentmentany defense to or limitation on its obligations under this Article X arising out of or based on any event or circumstance referred to in Section 10.02. Without limitation, demandto the fullest extent permitted by Law, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement Parent waives each of the Secured Parties’ following for purposes of this Article X: (a) all notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against the Parent, including (i) any notice of any event or circumstance described in Section 10.02, (ii) any notice required by any Law now or hereafter in effect in any jurisdiction, (iii) any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations, (iv) any notice of the incurrence of any Guaranteed Obligation, (v) any notice of any default (other than notices expressly required under Article IX hereof) or any failure on the part of any Other Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations, and (vi) any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Other Borrower or any other Person; (b) any right to any marshalling of assets, to the filing of any claim against any Other Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization, dissolution or similar proceeding, or to the exercise against any Other Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising Administrative Agent, any right hereunder shall operate as a waiver of such right Lender or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States of America, to notice (other than Guaranteed Obligations; and any requirement of acceptance of this Agreement, and any requirement that the Parent receive notice provided herein of such acceptance; and (c) any defense or other right arising by reason of any Law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including anti-deficiency laws, “one action” laws or to a judicial hearing prior to the exercise similar laws), or by reason of any right election of remedies or remedy provided other action or inaction by this Agreement to the Administrative Agent or any Lender (including commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Secured Parties and waives its rightsGuaranteed Obligations), if anywhich results in denial or impairment of the right of the Administrative Agent or Lenders to seek a deficiency against any Other Borrower or any other Person, to set aside or invalidate which otherwise discharges or impairs any sale duly consummated in accordance with of the foregoing provisions hereof on Guaranteed Obligations or any recourse of the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsParent against any Other Borrower or any other Person.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state in which any election of the Pledged Collateral may be located remedies or which may govern the Pledged Collateral, other action or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided inaction by this Agreement to the Agent or the Secured Parties and waives its rightsLenders, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrowers or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrowers or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrowers or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrowers or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against the Borrowers or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to (other than, demandand to the extent of, noticethe defense of prior payment and performance of the Guarantied Obligations) or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, protest and, except each Guarantor waives each of the following: (a) Except as is otherwise provided herein, all other demands and notices in connection with this may be expressly contemplated by the Credit Agreement or the enforcement other Loan Documents or Specified Swap Agreements, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Secured Parties’ rights hereunder Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document or Specified Swap Agreement, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any other Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement Guarantor unconditionally waives: (a) notice of any of the Secured Parties’ matters referred to in Paragraph 3 above; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights hereunder of any Lender or Agent, including, without limitation, notice to the Guarantor of default, presentment to and demand of payment or performance from any Subsidiary Borrower and protest for non-payment or dishonor; (c) any right to the exercise by any Lender or Agent of any right, remedy, power or privilege in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting Transaction Documents; (d) any requirement of renewals, extensions of time for payment diligence or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission marshaling on the part of any Lender or Agent; (e) any requirement that any Lender or Agent, in the Secured Parties in exercising event of any default by any Subsidiary Borrower, first make demand upon or seek to enforce remedies against, any Subsidiary Borrower or any other guarantor before demanding payment under or seeking to enforce this Guaranty; (f) any right hereunder shall operate as a waiver to notice of such right or the disposition of any other security which any Lender or Agent may hold from any Subsidiary Borrower or otherwise and any right hereunder. Any waiver to object to the commercial reasonableness of the disposition of any such right on security; and (g) all errors and omissions in connection with any one occasion Lender’s or Agent’s administration of any of the Guaranteed Obligations, any of the Transaction Documents or any other guarantor, or any other act or omission of any Lender or Agent which changes the scope of the Guarantor’s risk. The obligations of the Guarantor hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to no condition whatsoever, precedent or otherwise, and notice of acceptance hereof or action in reliance hereon shall not be construed as a bar to or waiver of any such right on any future occasionrequired. The Pledgor further waives any right it may have under the laws If acceleration of the State time for payment of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations is stayed upon the insolvency, bankruptcy or which may govern the Pledged Collateralreorganization of any Subsidiary Borrower, or all such amounts otherwise subject to acceleration under the laws terms of any Transaction Document shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent made at the request of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsRequired Lenders.

Waivers, etc. The Pledgor To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of the Secured Parties Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in exercising no way affect any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyEACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to (other than, demandand to the extent of, noticethe defense of prior payment of the Guaranteed Obligations) or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, protest and, except each Guarantor waives each of the following: (a) Except as is otherwise provided hereinmay be expressly contemplated by the Credit Agreement or other Loan Documents or Specified Swap Agreements, all other demands notices, disclosures and notices demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in connection with this Agreement Section 3 hereof; any notice required by any law, regulation or the enforcement order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Secured Parties’ rights hereunder Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Paying Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document or Specified Swap Agreement, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Paying Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Paying Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Borrowers hereby waives presentmentany defense to or limitation on its obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 11.9 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except each Borrower waives each of the following: (i) Except as is otherwise provided hereinrequired under this Agreement, all other demands notices, disclosures and notices demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Borrower, including the following: any notice of any event or circumstance described in connection with this Agreement Section 11.9 [Obligations Absolute] hereof; any notice required by any law, regulation or the enforcement order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Secured Parties’ rights hereunder Obligations; any notice of the incurrence of any Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Obligations or any direct or indirect security for any of the Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Obligations or any direct or indirect security for any of the Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Agreement or any other right hereunder. Any waiver Loan Document, and any requirement that any Borrower receive notice of any such acceptance; (iii) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of Collateral or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to (other than, demandand to the extent of, noticethe defense of prior payment and performance of the Guarantied Obligations) or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, protest and, except each Guarantor waives each of the following: (a) Except as is otherwise provided herein, all other demands and notices in connection with this may be expressly contemplated by the Credit Agreement or the enforcement other Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Secured Parties’ rights hereunder Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, Specified Swap Agreements or Other Lender Provided Financial Service Products, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Pledgor Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Parties' rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent or the Banks, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state in which any election of the Pledged Collateral may be located remedies or which may govern the Pledged Collateral, other action or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided inaction by this Agreement to the Agent or the Secured Parties and waives its rightsBanks, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Banks, or any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor (a) Creditor and Debtor hereby waives waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by Lender. To the fullest extent permitted by law, Creditor and Debtor each hereby further waives: presentment, demand, noticeprotest, protest andnotice of protest, except notice of default or dishonor, notice of payment or nonpayment and any and all other notices and demands of any kind in connection with instruments, documents and agreements evidencing, securing or relating in any way to all or any portion of the Superior Debt or the Junior Debt to which the Creditor or Debtor may be a party; notice of the acceptance of this Agreement by Lender; notice of any loans made, extensions granted or other action taken by Lender in reliance hereon, including without limitation: (i) granting time or other indulgences to Debtor, (ii) renewing, extending, modifying or compromising any of the Superior Debt, (iii) possessing, substituting, modifying, waiving or releasing any collateral held as is otherwise provided hereinsecurity for any of the Superior Debt, or (iv) adding or releasing any person primarily or secondarily liable thereon; and all other demands and notices of every kind in connection with this Agreement, the Superior Debt or Junior Debt, and no such action taken by Lender shall affect the subordination or other provisions herein in any manner. (b) In the event of any sale, assignment, disposition or other transfer of the Junior Debt, Creditor shall cause the transferee thereof to execute and deliver to Lender an agreement (substantially identical with this Agreement or otherwise in form and substance satisfactory to Lender) providing for the enforcement continued subordination of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents Junior Debt to the Superior Debt as provided herein and waives notice for the continued effectiveness of all of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers rights arising under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsAgreement.

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Issuer or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTHE PLEDGOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE STATE OF NEW YORK, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE PLEDGED COLLATERAL MAY BE LOCATED OR WHICH MAY GOVERN THE PLEDGED COLLATERAL, or under the laws of the United States of AmericaOR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN OR IN ANY OTHER INDENTURE DOCUMENTS) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE COLLATERAL AGENT OR THE SECURED PARTIES AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: 4.1 All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any other Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; 4.2 Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; 4.3 Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and 4.4 Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Parties’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor's obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor's obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers, etc. The Pledgor Each of the Borrowers hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with any defense to or limitation on its obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 11.9 [Obligations Absolute] hereof. Without limitation and to the enforcement fullest extent permitted by applicable law, each Borrower waives each of the Secured Parties’ following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Borrower, including the following: any notice of any event or circumstance described in Section 11.9 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Obligations; any notice of the incurrence of any Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Obligations or any direct or indirect security for any of the Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Obligations or any direct or indirect security for any of the Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Agreement or any other right hereunder. Any waiver Loan Document, and any requirement that any Borrower receive notice of any such acceptance; (iii) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor' obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the INTELLIGENTLY AND KNOWINGLY AND AFTER THE Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsHAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower other Listed Companies or the Pledgor other Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State The Commonwealth of New YorkMassachusetts, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Each Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the such Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Each of the Revolver Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Revolver Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Revolver Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Revolver Borrowers or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Revolver Borrowers or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Revolver Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against the Revolver Borrowers or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Borrower hereby waives presentmentany defense to or limitation on its obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 11.9 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except Borrower waives each of the following: (i) Except as is otherwise provided hereinrequired under this Agreement, all other demands notices, disclosures and notices demand of any nature which otherwise might be required from time to time to preserve intact any rights against the Borrower, including the following: any notice of any event or circumstance described in connection with this Agreement Section 11.9 [Obligations Absolute] hereof; any notice required by any law, regulation or the enforcement order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Secured Parties’ rights hereunder Obligations; any notice of the incurrence of any Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Obligations or any direct or indirect security for any of the Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Obligations or any direct or indirect security for any of the Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Agreement or any other right hereunder. Any waiver Loan Document, and any requirement that the Borrower receives notice of any such acceptance; (iii) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of Collateral or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Term Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Term Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Term Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Term Borrowers or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Term Borrowers or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Term Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against the Term Borrowers or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to (other than, demandand to the extent of, noticethe defense of prior payment and performance of the Guarantied Obligations) or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, protest and, except each Guarantor waives each of the following: (a) Except as is otherwise provided herein, all other demands and notices in connection with this may be expressly contemplated by the Credit Agreement or the enforcement other Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Secured Parties’ rights hereunder Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and waives its rightsany requirement of acceptance of this Guaranty or any other Loan Document, if anySpecified Swap Agreements or Other Lender Provided Financial Service Products, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Secured Parties, or any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to (other than, demandand to the extent of, noticethe defense of prior payment in cash and performance of the Guarantied Obligations) or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 [Obligations Absolute] hereof. Without limitation and to the fullest extent permitted by applicable law, protest and, except each Guarantor waives each of the following: (a) Except as is otherwise provided herein, all other demands and notices in connection with this may be expressly contemplated by the Credit Agreement or the enforcement other Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Secured Parties’ rights hereunder Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any Subsidiary or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any Insolvency Proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, Specified Swap Agreements or Other Lender Provided Financial Service Products, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including, but not limited to, anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Secured Parties, or any of them (including, but not limited to, commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or impairment of the right of the Secured Parties, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (d) Any and all defenses it may govern the Pledged Collateralnow or hereafter have based on principles of suretyship, impairment of collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor's obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers, etc. The Pledgor Shutterport hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, and all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ ▇▇▇▇▇▇▇▇▇'▇ rights hereunder or in connection with any Secured Obligations obligations or any Pledged Collateral; consents to and waives notice of of: (a) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Shutterport or to any third party, or account debtor in respect of any account receivable of Shutterport; (b) substitution, release or surrender of any collateral security for any Secured Obligation, Collateral; (c) the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation of the Obligations or on any collateral security for any Secured Obligation, account receivable or other Collateral; and (d) the acceptance of partial payments on any Secured Obligation Obligations or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties ▇▇▇▇▇▇▇▇▇ in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Shutterport further waives any right it may have under the laws of the State of New York, Jersey (or under the laws of any other state in which any of the Pledged Collateral collateral may be located or which may govern the Pledged Collaterallocated), or under the laws constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties ▇▇▇▇▇▇▇▇▇ and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Shutterport's waivers under this Section 9 have been made voluntarily, intelligently intelligently, knowingly, without duress and knowingly and only after extensive consideration of the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsramifications thereof.

Waivers, etc. The Pledgor Guarantor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with any defense to or limitation on its obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 3.02 hereof. Without limitation, the enforcement Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against the Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person. (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right Lender or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States Guaranteed Obligations; any benefit of America, to notice (other than any statute of limitations; and any requirement of acceptance of this Agreement, and any requirement that the Guarantor receive notice provided herein of such acceptance. (c) Any defense or other right arising by reason of any law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or to a judicial hearing prior to the exercise like), or by reason of any election of remedies or other action or inaction by the Lender (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations), which results in denial or impairment of the right of the Lender to seek a deficiency against the Borrower or remedy provided by this Agreement to any other Person or which otherwise discharges or impairs any of the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsGuaranteed Obligations.

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers, etc. The Pledgor hereby waives presentment6.1. Each of the Representatives hereto consents to and agrees with the other Representatives that, demandwithout the necessity of any reservation of rights against any other party and without notice to or further assent by any other party, noticesubject to the provisions of Section 2.1, protest and2.2 and 5.1 hereof, (a) any demand for payment of any Obligation may be rescinded in whole or in part, and any Obligation may be continued, and the Obligations, or the liability of Funding, the Partnership or any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, or any obligation or liability of Funding, the Partnership or any other Person thereunder or with respect thereto may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released (it being acknowledged that the foregoing is subject, in the case of any Shared Collateral, to the provisions of Section 2 hereof), and (b) the Documents, and any other documents, instruments or agreements evidencing or governing the terms of the Obligations or any collateral security documents or guaranties or documents in connection therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the parties thereto may deem advisable from time to time, except as is otherwise expressly set forth therein, and any collateral security at any time held by any Representative from the payment of any Obligations, respectively, may be sold, exchanged, waived, surrendered or released, in each case all without notice to or further assent by any other party hereto, each of which will remain bound under this Intercreditor Agreement, and all without impairing, releasing or affecting the lien priority or other provisions herein, notwithstanding any such renewal, extension, modification, acceleration, compromise, amendment, supplement, termination, sale, exchange, waiver, surrender or release, subject in each case to the provisions of this Intercreditor Agreement. The Representatives hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Representatives upon this Intercreditor Agreement and the Credit Facility Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Intercreditor Agreement. 6.2. Each Representative hereby acknowledges and confirms to each other Representative Trustee that: (a) No Representative has made any representations or warranties as to any matter which may affect in any way related to the financial condition, relationships or transactions of Funding, the Partnership or any other Person, including, without limitation, the business, assets, li- abilities, type or value of any security therefor, financial condition, management or control of Funding, the Partnership or any other Person; and (b) Except as expressly provided herein, all no Representative is obligated to notify any other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations Representative or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender Person of any collateral change in the business, assets, liabilities, type or value of any security therefor, financial condition, management or control of Funding, the Partnership or any other Person; and (c) The failure by a Representative to obtain, perfect or realize upon any security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right Obligations or the indebtedness, obligations or liabilities of any other right hereunder. Any waiver of any such right on any one occasion Person, shall not be construed as a bar to release or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which otherwise impair any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws obligations of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsRepresentatives hereunder.

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (a) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (b) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (c) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (d) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (e) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The PledgorSecured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Party’s waivers rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor To the extent permitted by applicable law, each Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to any Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of the Secured Parties Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in exercising no way affect any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyEACH PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state in which any election of the Pledged Collateral may be located remedies or which may govern the Pledged Collateral, other action or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided inaction by this Agreement to the Agent or the Secured Parties and waives its rightsLenders, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Lenders, or any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor To the fullest extent permitted by Law, the Parent hereby waives presentmentany defense to or limitation on its obligations under this Article X arising out of or based on any event or circumstance referred to in Section 10.02. Without limitation, demandto the fullest extent permitted by Law, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement Parent waives each of the Secured Parties’ following for purposes of this Article X: (a) all notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against the Parent, including (i) any notice of any event or circumstance described in Section 10.02, (ii) any notice required by any Law now or hereafter in effect in any jurisdiction, (iii) any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations, (iv) any notice of the incurrence of any Guaranteed Obligation, (v) any notice of any default (other than notices expressly required under Article IX hereof) or any failure on the part of any Other Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations, and (vi) any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Other Borrower or any other Person; (b) any right to any marshalling of assets, to the filing of any claim against any Other Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization, dissolution or similar proceeding, or to the exercise against any Other Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed #89365364v21 Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising Administrative Agent, any right hereunder shall operate as a waiver of such right Lender or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States of America, to notice (other than Guaranteed Obligations; and any requirement of acceptance of this Agreement, and any requirement that the Parent receive notice provided herein of such acceptance; and (c) any defense or other right arising by reason of any Law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including anti-deficiency laws, “one action” laws or to a judicial hearing prior to the exercise similar laws), or by reason of any right election of remedies or remedy provided other action or inaction by this Agreement to the Administrative Agent or any Lender (including commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Secured Parties and waives its rightsGuaranteed Obligations), if anywhich results in denial or impairment of the right of the Administrative Agent or Lenders to seek a deficiency against any Other Borrower or any other Person, to set aside or invalidate which otherwise discharges or impairs any sale duly consummated in accordance with of the foregoing provisions hereof on Guaranteed Obligations or any recourse of the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsParent against any Other Borrower or any other Person.

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Parties’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, demand, notice, protest and, except as is otherwise provided herein, all other demands excepting only Payment in Full and notices in connection with this Agreement or the enforcement performance of the Secured Parties’ Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document, any Other Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations (other than to preserve such claim); any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document, any Other Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may govern the Pledged Collateralnow or hereafter have based on principles of suretyship, impairment of collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Pledgors hereby waives waive presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party’s rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents consent to and waives waive notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State of New York, under the laws constitutions of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Pledgors’ waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has Pledgors have been apprised and counseled by its their attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (a) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (b) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (c) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (d) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (e) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between any Subtenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The PledgorSecured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Party’s waivers rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor Guarantors hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with waive any defense to or ------------ limitation on their obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 2.02 hereof Without limitation and to the enforcement full extent permitted by applicable law, the Guarantors waive each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 2.02 hereof any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Obligor to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Obligor. (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Obligor in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Obligor of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising Agent or the Banks, or any right hereunder shall operate as a waiver of such right them, or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States Guaranteed Obligations; any benefit of America, to notice (other than any statute of limitations; and any requirement of acceptance of this Agreement, and any requirement that any Guarantor receive notice provided herein of such acceptance. (c) Any defense or other right arising by reason of any law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or to a judicial hearing prior to the exercise like), or by reason of any right election of remedies or remedy provided other action or inaction by this Agreement to the Agent or the Secured Parties and waives its rightsBanks, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations), which results in denial or impairment of the right of the Agent or the Banks, or any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsGuaranteed Obligations.

Waivers, etc. The Pledgor Guarantor hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent or the Banks, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including anti-deficiency laws, "one action" laws or the laws of the State of New Yorklike), under the laws or by reason of any state in which any election of the Pledged Collateral may be located remedies or which may govern the Pledged Collateral, other action or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided inaction by this Agreement to the Agent or the Secured Parties and waives its rightsBanks, if anyor any of them (including commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Banks, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like. Notwithstanding any other term herein to the contrary, the Guarantied Obligations shall exclude the amount of any increase in the aggregate principal amount of the Commitments (together with the interest accrued on the amount of such increased principal) over and above the aggregate principal amount of the Commitments as set aside forth in the Credit Agreement as of the date of this Guaranty (or invalidate over and above any sale duly consummated increased aggregate principal amount of the Commitments to which Guarantor has consented in accordance with the foregoing provisions hereof on terms of this sentence) unless the grounds (if consent of Guarantor has been provided to the Agent at a time that is substantially contemporaneous with or after the date of such be increase; this provision is limited solely to an increase in the case) that aggregate principal amount of the sale was consummated without a prior judicial hearingCommitments, as more fully set forth directly above, and to no other circumstance. The Pledgor’s For the avoidance of doubt, it is not the intent of the waivers under set forth in this Section have been 4 to, and such waivers shall not, waive the necessity for a demand to be made voluntarily, intelligently and knowingly and after in accordance with the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsfirst sentence of Section 2 hereof.

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ ' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Listed Companies or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws constitution of the State Commonwealth of New YorkMassachusetts, under the laws constitution of the any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Each Pledgor’s 's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents consent to and waives waive notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws constitutions of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its their rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s 's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its their attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor To the fullest extent permitted by law, the Guarantor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with any defense to or limitation on its obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 2.2. Without limitation, to the enforcement fullest extent permitted by law, the Guarantor waives each of the Secured Parties’ following: (a) all notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against the Guarantor, including (i) any notice of any event or circumstance described in Section 2.2, (ii) any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction, (iii) any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations, (iv) any notice of the incurrence of any Guaranteed Obligation, (v) any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations, and (vi) any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization, dissolution or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateraldirect or indirect security for any of the Guaranteed Obligations; consents any requirement of promptness or diligence on the part of any Lender, the Agent or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and waives any requirement of acceptance of this Agreement, and any requirement that the Guarantor receive notice of the granting of renewals, extensions of time for payment such acceptance; and (c) any defense or other indulgences right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to the Borrower election of remedies (including anti-deficiency laws, "one action" laws or similar laws), or by reason of any election of remedies or other action or inaction by any Lender or the Pledgor Agent (including commencement or to any third party, or substitution, release or surrender completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Guaranteed Obligations), which results in exercising any denial or impairment of the right hereunder shall operate as of the Lenders or the Agent to seek a waiver of such right deficiency against the Borrower or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to Person, or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which otherwise discharges or impairs any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, or under the laws any recourse of the United States of America, to notice (other than any requirement of notice provided herein Guarantor against the Borrower or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsPerson.

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations Obligations. The Secured Party may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Party shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor, obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which the any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR'S WAIVERS UNDER THIS SECTION 12 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Pledge Agreement or the enforcement of the Secured Parties’ ' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower any Company or the any Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Pledge Agreement to the Collateral Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Pledgors' waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has Pledgors have been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Subject to Section 20, if applicable, to the fullest extent it can do so in accordance with applicable Law, each of the Guarantors hereby waives presentmentany defense to or limitation on its Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including, but not limited to, anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guaranteed Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guaranteed Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor To the extent permitted by applicable law, the Pledgor, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, noticepayment, notice of dishonor, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations Obligations. The Secured Parties may release, supersede, exchange or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of modify any collateral security for it may from time to time hold and release, surrender or modify the liability of any third party without giving notice hereunder to the Pledgor. The Secured Obligation, the addition or release of Persons primarily or secondarily liable on Parties shall be under no duty to exhaust its rights against any Secured Obligation or on any such collateral security for or any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission such third party before realizing on the part of Pledged Collateral. Such modifications, changes, renewals, releases or other actions shall in no way affect the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right Pledgor’s obligations hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws Constitution of the State Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarilyTHE PLEDGOR’S WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsINTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement Guarantor unconditionally waives: (a) notice of any of the Secured Parties’ matters referred to in Section 3 above; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights hereunder of any Lender or Agent, including, without limitation, notice to the Guarantor of default, presentment to and demand of payment or performance from any Subsidiary Borrower and protest for non-payment or dishonor; (c) any right to the exercise by any Lender or Agent of any right, remedy, power or privilege in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting Transaction Documents; (d) any requirement of renewals, extensions of time for payment diligence or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission marshaling on the part of any Lender or Agent; (e) any requirement that any Lender or Agent, in the Secured Parties in exercising event of any default by any Subsidiary Borrower, first make demand upon or seek to enforce remedies against, any Subsidiary Borrower or any other guarantor before demanding payment under or seeking to enforce this Guaranty; (f) any right hereunder shall operate as a waiver to notice of such right or the disposition of any other security which any Lender or Agent may hold from any Subsidiary Borrower or otherwise and any right hereunder. Any waiver to object to the commercial reasonableness of the disposition of any such right on security; and (g) all errors and omissions in connection with any one occasion Lender’s or Agent’s administration of any of the Guaranteed Obligations, any of the Transaction Documents or any other guarantor, or any other act or omission of any Lender or Agent which changes the scope of the Guarantor’s risk. The obligations of the Guarantor hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to no condition whatsoever, precedent or otherwise, and notice of acceptance hereof or action in reliance hereon shall not be construed as a bar to or waiver of any such right on any future occasionrequired. The Pledgor further waives any right it may have under the laws If acceleration of the State time for payment of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations is stayed upon the insolvency, bankruptcy or which may govern the Pledged Collateralreorganization of any Subsidiary Borrower, or all such amounts otherwise subject to acceleration under the laws terms of any Transaction Document shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent made at the request of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsRequired Lenders.

Waivers, etc. The Pledgor Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Lender's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Debtor or to any account debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTHE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF NEW YORK, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Debtor's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Debtor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Subject to Section 18, if applicable, each of the Guarantors hereby waives presentmentany defense to or limitation on its Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including, but not limited to, anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guaranteed Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guaranteed Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower other Listed Companies or the Pledgor other Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State The Commonwealth of New YorkMassachusetts, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Each Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the such Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. (i) Each of the Borrowers and Holdings agrees that its joint and several and/or guaranty obligations under this SECTION 11.21 (collectively, the "GUARANTIED OBLIGATIONS") may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this SECTION 11.21 notwithstanding any extension, renewal or other alteration of any Guarantied Obligation. (ii) Each of the Borrowers and Holdings waives presentation of, demand of, and protest of any Guarantied Obligation and also waives notice of protest for nonpayment. The Pledgor hereby obligations of the Borrowers and Holdings under this SECTION 11.21 shall not be affected by: (A) the failure of any Agent or Lender (each a "Guarantied Party" and collectively, the "Guarantied Parties") or any other Person to assert any claim or demand or to enforce any right or remedy against Holdings, any Borrower or any Subsidiary under the provisions of this Credit Agreement, any other Credit Document or any other agreement or otherwise, (B) any extension or renewal of any provision of any thereof, (C) any rescission, waiver, amendment or modification of any of the terms or provisions of this Credit Agreement, any other Credit Document, or any instrument or agreement executed pursuant hereto or thereto, (D) the failure to perfect any security interest in, or the release of, any of the security held by any Guarantied Party or any other Person for any of the Guarantied Obligations, or (E) the failure of any Guarantied Party or any other Person to exercise any right or remedy against Holdings, any Borrower or any other guarantor of any of the Guarantied Obligations. (iii) Holdings and each of the Borrowers, to the extent their joint and several obligations under this SECTION 11.21 are determined by a court of competent jurisdiction to be obligations in the nature of a surety or guaranty rather than primary obligations, further agree that their obligations under this SECTION 11.21 constitute a guaranty of payment when due and not of collection and waives presentmentany right to require that any resort be had by any Guarantied Party or any other Person to any of the security held for payment of any of the Guarantied Obligations or to any balance of any deposit account or credit on the books of any Guarantied Party or any other Person in favor of a Borrower or any other Person. (iv) The obligations of Holdings and the Borrowers under this SECTION 11.21 shall not be subject to any reduction, demandlimitation, noticeimpairment or termination for any reason, protest andincluding, except without limitation, any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, 134 illegality or unenforceability of any of the Guarantied Obligations, the discharge of any Borrower or any other guarantor from any of the Guarantied Obligations in a bankruptcy or similar proceeding, or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and the Borrowers under this SECTION 11.21 shall not be discharged or impaired or otherwise affected by the failure of any Guarantied Party or any other Person to assert any claim or demand or to enforce any remedy under this Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any hereof or thereof, by any default, or any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of Holdings or any Borrower or which would otherwise operate as a discharge of Holdings or any Borrower as a matter of law or equity. (v) Holdings and each Borrower further agrees that this SECTION 11.21 shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, interest on or any other amount with respect to any Guarantied Obligation is rescinded or must otherwise provided hereinbe restored by any Guarantied Party, or any other Person upon the bankruptcy or reorganization of Holdings, any Borrower, any other Person or otherwise. (vi) Holdings and each Borrower further agree, in furtherance of the foregoing and not in limitation of any other right which any Guarantied Party or any other Person may have at law or in equity against Holdings or such Borrower by virtue hereof, upon the failure of any Borrower to whom a Loan is made pay any of the Guarantied Obligations in respect thereof when and as the same shall become due, whether by required prepayment, declaration or otherwise (including amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or any similar provision of the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada)), Holdings and each Borrower jointly and severally liable for such Guarantied Obligation will forthwith pay, or cause to be paid, in cash, to US Agent (or in the case of Canadian Borrowers, Canadian Agent) for the ratable benefit of Guarantied Parties as set forth in this Credit Agreement, an amount equal to the sum of the unpaid principal amount of such Guarantied Obligations then due as aforesaid, accrued and unpaid interest on such Guarantied Obligations (including, without limitation, interest which, but for the filing of a petition in a bankruptcy, reorganization or other similar proceeding with respect to any Borrower, would have accrued on such Guarantied Obligations) and all other demands Guarantied Obligations then owed to Guarantied Parties as aforesaid. All such payments shall be applied promptly from time to time by US Agent as set forth in Section 2.5. (vii) Holdings and notices each Borrower hereby waive any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any of its assets in connection with this Agreement SECTION 11.21 or the enforcement performance by Holdings or any Borrower of its obligations under this SECTION 11.21, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that Holdings or any Borrower now has or may hereafter have against any Borrower or Subsidiary thereof, (b) any right to enforce, or to participate in, any claim, 135 right or remedy that any Guarantied Party now has or may hereafter have against any Borrower or a Subsidiary thereof, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Guarantied Party. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, Holdings and each Borrower shall withhold exercise of any right of contribution it may have against any other guarantor of the Secured Parties’ Guarantied Obligations as a result of any payment hereunder. Holdings and each Borrower further agree that, to the extent the waiver of its rights hereunder of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or in connection with voidable for any Secured Obligations reason, any such rights of subrogation, reimbursement or indemnification Holdings or any Pledged Collateral; consents Borrower may have against any Borrower or against any collateral or security, and any such rights of contribution Holdings or any Borrower may have against any such other guarantor, shall be junior and subordinate to and waives notice of the granting of renewals, extensions of time for payment any rights any Guarantied Party may have against any Borrower or other indulgences guarantor, to the Borrower all right, title and interest any Guarantied Party may have in any such collateral or the Pledgor or security, and to any third party, or substitution, release or surrender of right any collateral security for Guarantied Party may have against such other guarantor. If any Secured Obligation, the addition or release of Persons primarily or secondarily liable amount shall be paid to Holdings on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver account of any such right on subrogation, reimbursement, indemnification or contribution rights at any one occasion time when all Guarantied Obligations shall not have been paid in full, such amount shall be construed held in trust for Agents on behalf of Guarantied Parties and shall forthwith be paid over to US Agent (or, in the case of a payment by a Canadian Borrower, to Canadian Agent) for the benefit of Guarantied Parties to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof. (viii) Following indefeasible payment in full in cash of the Obligations, termination of the Commitments and expiration or cancellation of all Letters of Credit, to the extent that any Borrower shall have made a payment under this SECTION 11.21 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a "GUARANTOR PAYMENT") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower having the same joint and several or guaranty obligation under this SECTION 11.21, exceeds the amount that such Borrower would otherwise have paid if each Borrower having the same joint and several or guaranty obligation under this SECTION 11.21 had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower's "Allocable Amount" (as a bar defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers having the same joint and several or waiver guaranty obligation under this SECTION 11.21 as determined immediately prior to the making of such Guarantor Payment, then, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower having the same joint and several or guaranty obligation under this SECTION 11.21 for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any such right on date of determination, the "ALLOCABLE AMOUNT" of any future occasion. The Pledgor further waives any right it may have under Borrower shall be equal to the laws maximum amount of the State claim that could then be recovered from such Borrower under this SECTION 11.21 without rendering such claim voidable or avoidable under Section 548 of New YorkChapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law or, in the case of a Canadian Borrower, under the laws Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar statute or common law. This SECTION 11.21 is intended only to define the relative rights of Borrowers and nothing set forth in this SECTION 11.21 is intended to or shall impair the obligations of Borrowers, jointly and severally as set forth in this SECTION 11.21, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Credit Agreement, including SECTION 11.21(a). Nothing contained in this SECTION 11.21 shall limit the liability of any state in Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and Expenses with respect thereto for which any such Borrower shall be primarily liable. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Pledged Collateral may be located or Borrower to which may govern the Pledged Collateral, or under the laws such contribution and indemnification is owing. The rights of the United States indemnifying Borrowers against other Credit Parties under this SECTION 11.21 shall only be exercisable upon the full and indefeasible payment of Americathe Obligations, the termination of the Commitments and the expiration or cancellation of all Letters of Credit. (ix) Notwithstanding any provision to notice (other than any requirement of notice provided the contrary contained herein or in any other Loan of the Credit Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or to a judicial hearing prior any similar statute or common law) then the Obligations of each Borrower hereunder shall be limited to the exercise maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the federal Bankruptcy Code and, in the case of any right or remedy provided by this Agreement to the Agent or Canadian Borrowers, the Secured Parties Bankruptcy and waives its rightsInsolvency Act (Canada), if any, to set aside or invalidate any sale duly consummated in accordance with and the foregoing provisions hereof on the grounds Companies' Creditors Arrangement Act (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsCanada)).

Waivers, etc. The Pledgor Guarantors hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with waive any defense to or ------------- limitation on their obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 2.02 hereof. Without limitation and to the enforcement full extent permitted by applicable law, the Guarantors waive each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 2.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person. (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising Agent and the Banks, or any right hereunder shall operate as a waiver of such right them, or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States Guaranteed Obligations; any benefit of America, to notice (other than any statute of limitations; and any requirement of acceptance of this Agreement, and any requirement that any Guarantor receive notice provided herein of such acceptance. (c) Any defense or other right arising by reason of any law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or to a judicial hearing prior to the exercise like), or by reason of any right election of remedies or remedy provided other action or inaction by this Agreement to the Agent and the Banks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Secured Parties Guaranteed Obligations), which results in denial or impairment of the right of the Agent and waives its rightsthe Banks, if anyor any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsGuaranteed Obligations.

Waivers, etc. The Pledgor hereby Without limitation and to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 19, each Guarantor waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each of the following: (a) All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Secured Parties’ rights hereunder Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Secured Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Agent or the Secured Parties Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Secured Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Secured Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including anti-deficiency Laws, “one action” Laws or the laws of the State of New Yorklike), under the laws or by reason of any state in which any election of the Pledged Collateral may be located remedies or which may govern the Pledged Collateral, other action or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided inaction by this Agreement to the Agent or the Secured Parties and waives its rightsParties, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Secured Parties, or any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and {N0221554 } (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Parties hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Parties’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor Subject to Section 20, if applicable, to the fullest extent it can do so in accordance with applicable Law, each of the Guarantors hereby waives presentmentany defense to or limitation on its Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including, but not limited to, anti‑deficiency laws, "one action" laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guaranteed Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guaranteed Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Guarantors hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with waive any defense to or limitation on their obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 2.2 hereof. Without limitation, the enforcement Guarantors waive each of the Secured Parties’ following: (a) All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 2.2 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Persons to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Persons. (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Persons in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Persons of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right Bank, or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States Guaranteed Obligations; any benefit of America, to notice (other than any statute of limitations; and any requirement of acceptance of this Agreement, and any requirement that any Guarantor receive notice provided herein of such acceptance. (c) Any defense or other right arising by reason of any law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or to a judicial hearing prior to the exercise like), or by reason of any election of remedies or other action or inaction by the Bank, (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations), which results in denial or impairment of the right of the Bank to seek a deficiency against the Borrower or remedy provided by this Agreement to any other Persons or which otherwise discharges or impairs any of the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsGuaranteed Obligations.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower, any Guarantor or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower, any Guarantor or any other Person; (b) Any right to any marshalling of assets, any right to the filing, subject to the provisions of Section 6 below, of any claim against the Borrower, any Guarantor or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise, subject to the provisions of Section 6 below, against the Borrower, any Guarantor or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligationof the Guarantied Obligations; (except for, following the indefeasible payment and performance in full of the Guaranteed Obligations, the addition filing of claims, or release the exercise of Persons primarily rights and remedies under or secondarily liable on the exercise of rights and remedies under or in connection with the Loan Documents, against other Loan Parties, in each case, as and to the extent permitted by Section 6) any Secured Obligation requirement of promptness or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent, the Collateral Agent or the Banks, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Agent, the Collateral Agent or the Banks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of Americathe Agent, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Collateral Agent or the Secured Parties and waives its rightsBanks, if anyor any of them, to set aside seek a deficiency against the Borrower, any Guarantor or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between the Tenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The Pledgor Tenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. THE TENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, the Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Party's rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, the Tenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateraldirect or indirect security for any of the Guarantied Obligations; consents any requirement of promptness or diligence on the part of any Secured Party, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and waives any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of the granting of renewals, extensions of time for payment any such acceptance; (c) Any defense or other indulgences right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to the Borrower election of remedies (including but not limited to anti-deficiency Laws, "one action" Laws or the Pledgor or to any third partylike), or substitution, release or surrender by reason of any election of remedies or other action or inaction by any Secured Party (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any Secured Obligationof the Guarantied Obligations), which results in denial or impairment of the addition or release right of Persons primarily or secondarily liable on any Secured Obligation Party to seek a deficiency against any Borrower or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to Person or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which otherwise discharges or impairs any of the Pledged Collateral Guarantied Obligations; and (d) Any and all defenses it may be located now or which may govern the Pledged Collateralhereafter have based on principles of suretyship, impairment of collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor hereby waives presentment6.1. Each of the Trustees hereto consents to and agrees with the other Trustees that, demandwithout the necessity of any reservation of rights against any other party and without notice to or further assent by any other party, noticesubject to the provisions of Section 2.1, protest and2.2 and 5.1 hereof, (a) any demand for payment of any Indenture Obligation may be rescinded in whole or in part, and any Indenture Obligation may be continued, and the Indenture Obligations, or the liability of Funding, TCHI, the Partnership or any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, or any obligation or liability of Funding, TCHI the Partnership or any other Person thereunder or with respect thereto may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released (it being acknowledged that the foregoing is subject, in the case of any Shared Collateral, to the provisions of Section 2 hereof), and (b) the Indenture Documents, and any other documents, instruments or agreements evidencing or governing the terms of the Indenture Obligations or any collateral security documents or guaranties or documents in connection therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the parties thereto may deem advisable from time to time, except as is otherwise expressly set forth therein, and any collateral security at any time held by any Trustee from the payment of any of any Indenture Obligations, respectively, may be sold, exchanged, waived, surrendered or released, in each case all without notice to or further assent by any other party hereto, each of which will remain bound under this Intercreditor Agreement, and all without impairing, releasing or affecting the lien priority or other provisions herein, notwithstanding any such renewal, extension, modification, acceleration, compromise, amendment, supplement, termination, sale, exchange, waiver, surrender or release, subject in each case to the provisions of this Intercreditor Agreement. The Trustees hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Indenture Obligations and notice of or proof of reliance by the Trustees upon this Intercreditor Agreement and the Senior Notes Indenture Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Intercreditor Agreement. 6.2. Each Trustee hereby acknowledges and confirms to each other Trustee that: (a) No Trustee has made any representations or warranties as to any matter which may affect or in any way related to the financial condition, relationships or transactions of Funding, TCHI, the Partnership or any other Person, including, without limitation, the business, assets, liabilities, type or value of any security therefor, financial condition, management or control of Funding, TCHI, the Partnership or any other Person; and (b) Except as expressly provided herein, all no Trustee is obligated to notify any other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations Trustee or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender Person of any collateral change in the business, assets, liabilities, type or value of any security for any Secured Obligationtherefor, financial condition, management or control of Funding, TCHI, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right Partnership or of any other right hereunder. Any waiver of Person; and (c) The failure by a Trustee to obtain, perfect or realize upon any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which security for any of the Pledged Collateral may be located Indenture Obligations or which may govern the Pledged Collateralindebtedness, obligations or under the laws liabilities of any other Person, shall not release or otherwise impair any of the United States obligations of America, to notice (the other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsTrustees hereunder.

Waivers, etc. The Pledgor Guarantor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with any defense to or limitation on its obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 2.02 hereof. Without limitation, the enforcement Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against the Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 2.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person. (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right Lender or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States Guaranteed Obligations; any benefit of America, to notice (other than any statute of limitations; and any requirement of acceptance of this Agreement, and any requirement that the Guarantor receive notice provided herein of such acceptance. (c) Any defense or other right arising by reason of any law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or to a judicial hearing prior to the exercise like), or by reason of any election of remedies or other action or inaction by the Lender (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations), which results in denial or impairment of the right of the Lender to seek a deficiency against the Borrower or remedy provided by this Agreement to any other Person or which otherwise discharges or impairs any of the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsGuaranteed Obligations.

Waivers, etc. The Pledgor Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between any Subtenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT'S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral which, might cause delay in or impede the enforcement of the Secured Party's rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ ' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws constitution of the State Commonwealth of New YorkMassachusetts, under the laws constitution of the any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s 's waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent or the Banks, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including, but not limited to, anti-deficiency laws, "one action" laws or the laws of the State of New Yorklike), under the laws or by reason of any state in which any election of the Pledged Collateral may be located remedies or which may govern the Pledged Collateral, other action or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided inaction by this Agreement to the Agent or the Secured Parties and waives its rightsBanks, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations), which results in denial or impairment of the right of the Agent or the Banks, or any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guaranteed Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Parent and the Pledgor each hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Company or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Parent and the Pledgor each further waives any right it may have under the laws of the State of New YorkDelaware, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent Lender or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Parent’s and/or the Pledgor’s waivers waiver under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor Parent and/or the Pledgor, as the case may be, has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, in the Loan Agreement or in any other Loan Document, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party’s rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Pledgor, any other Borrower, or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws constitution of the State The Commonwealth of New York, Massachusetts (or under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Pledge Agreement or the enforcement of the Secured Parties’ ' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower any Company or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Pledge Agreement to the Collateral Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided hereinherein and in the Credit Agreement, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to either or both of the Borrower or the Pledgor Borrowers or to any third partyaccount debtor in respect of any Account Receivable, or substitution, release or surrender of any collateral security for any Secured Obligation(including the Consulting Collateral), the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation (including Consulting) or on any collateral security for any Secured ObligationAccount Receivable or other collateral, the acceptance of partial payments on any Secured Obligation or on any Account Receivable or other collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may have under the laws constitution of the State Commonwealth of New YorkMassachusetts, under the laws constitution of the States of Delaware or Virginia (or under the constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Security Agreement or the enforcement of the Secured Parties’ Lenders' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; the Company consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or indulgence to any third party, or substitution, release or surrender account debtor in respect of any collateral security for any Secured Obligationaccount receivable, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation account receivable or on any collateral security for any Secured Obligationother Collateral, the acceptance of partial payments on any Secured Obligation obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties any Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may now or hereafter have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Security Agreement to the Agent or the Secured Parties Lenders and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company hereby waives the right to plead any statute of limitations as a defense to any indebtedness or obligations hereunder or secured hereby to the full extent permitted by law. The Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsknowingly.

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided hereinherein or in the Credit Agreement, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Lender's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice (except as specifically required by this Agreement or the Credit Agreement) of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Listed Companies or the Pledgor Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State Commonwealth of New YorkMassachusetts, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsthe Credit Agreement) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Lender and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Each Pledgor’s 's waivers under this Section have been made voluntarily, intelligently and knowingly and after the such Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor To the fullest extent permitted under applicable Law, each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower, any other Loan Party, any Guarantor or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Loan Party; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Loan Party in the event of any Insolvency Proceeding, or to the exercise against the Borrower or any other Loan Party of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateraldirect or indirect security for any of the Guaranteed Obligations; consents any requirement of promptness or diligence on the part of any one or more of the Guaranteed Creditors; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; any benefit of any statute of limitations; and waives any requirement of acceptance of this Guaranty Agreement or any other Loan Document, and any requirement that any Guarantor receive notice of the granting of renewals, extensions of time for payment any such acceptance; (c) Any defense or other indulgences right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to the Borrower election of remedies (including but not limited to anti-deficiency laws, “one action” Laws or the Pledgor or to any third partylike), or substitution, release or surrender by reason of any election of remedies or other action or inaction by any one or more of the Guaranteed Creditors (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Guaranteed Obligations), which results in exercising any denial or impairment of the right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws more of the State of New York, under Guaranteed Creditors to seek a deficiency against the laws of Borrower or any state in other Loan Party or which otherwise discharges or impairs any of the Pledged Collateral Guaranteed Obligations; and (d) Any and all defenses any Guarantor may be located now or which may govern the Pledged Collateralhereafter have based on principles of suretyship, impairment of collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 4 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 4 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower, any Guarantor or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower, any Guarantor or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower, any Guarantor or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower, any Guarantor or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against the Borrower, any Guarantor or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses any Guarantor may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Borrowers hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with any defense to or limitation on its obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 11.9 [Obligations Absolute] hereof. Without limitation and to the enforcement fullest extent permitted by applicable law, each Borrower waives each of the Secured Parties’ following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Borrower, including the following: any notice of any event or circumstance described in Section 11.9 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Obligations; any notice of the incurrence of any Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Obligations or any direct or indirect security for any of the Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Obligations or any direct or indirect security for any of the Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Agreement or any other right hereunder. Any waiver Loan Document, and any requirement that any Borrower receive notice of any such acceptance; (iii) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of Collateral or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged of its Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor such Debtor or to any account the Debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured Obligationof its Collateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral of such Debtor, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral of such Debtor and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkEACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE SECURED PARTY AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Each Debtor's waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor such Debtor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any other Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in which respect of collateral security for any of the Pledged Collateral may be located Guarantied Obligations), which results in denial or which may govern the Pledged Collateral, or under the laws impairment of the United States right of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsLenders, if anyor any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Lender's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower Listed Companies or the Pledgor Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkEACH PLEDGOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE PLEDGED COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Each Pledgor’s 's waivers under this Section have been made voluntarily, intelligently and knowingly and after the such Pledgor has been apprised apprized and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Guarantors hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with waive any defense to or limitation on their obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 2.2 hereof. Without limitation, the enforcement Guarantors waive each of the Secured Parties’ following: (a) All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 2.2 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Persons to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Persons. (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Persons in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Persons of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right Bank, or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States Guaranteed Obligations; any benefit of America, to notice (other than any statute of limitations; and any requirement of acceptance of this Agreement, and any requirement that any Guarantor receive notice provided herein of such acceptance. (c) Any defense or other right arising by reason of any law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including but not limited to antideficiency laws, "one action" laws or to a judicial hearing prior to the exercise like), or by reason of any election of remedies or other action or inaction by the Bank, (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations), which results in denial or impairment of the right of the Bank to seek a deficiency against the Borrower or remedy provided by this Agreement to any other Persons or which otherwise discharges or impairs any of the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsGuaranteed Obligations.

Waivers, etc. The Pledgor Guarantors hereby waives waive any defense to or limitation on their obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 2.02 hereof. Without limitation and to the full extent permitted by applicable law, the Guarantors waive each of the following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 2.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any presentment, demandnotice of nonpayment, noticenonperformance, dishonor, or protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement under any Loan Document or the enforcement any of the Secured Parties’ rights hereunder Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person. (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent and the Banks, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Agreement, and any requirement that any Guarantor receive notice of such acceptance. (c) Any defense or other right or arising by reason of any other right hereunder. Any waiver law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or the like), or by reason of any election of remedies or other action or inaction by the Agent and the Banks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations), which results in denial or impairment of the right of the Agent and the Banks, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guaranteed Obligations. (d) Notwithstanding any payment or payments made by each Guarantor hereunder, or any set-off or application of funds of such right on Guarantor by the Agent or any one occasion Bank, such Guarantor shall not be construed as a bar entitled to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which be subrogated to any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws rights of the United States Agent or any Bank against the Borrower or against any collateral security or guarantee or right of Americaoffset held by the Agent or any Bank for the payment of the Guaranteed Obligations, to notice (other than nor shall such Guarantor seek any requirement reimbursement from the Borrower in respect of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided payments made by this Agreement such Guarantor hereunder, until all amounts owing to the Agent or and the Secured Parties Banks by the Borrower on account of the Guaranteed Obligations are paid in full and waives its rightsthe Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Agent and the Banks, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Agent in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Agent, if anyrequired), to set aside be applied against the Guaranteed Obligations, whether matured or invalidate any sale duly consummated unmatured, in accordance with such order as the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsAgent may determine.

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Security Agreement or the enforcement of the Secured Parties’ Lender' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; the Company consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or indulgence to any third party, or substitution, release or surrender account debtor in respect of any collateral security for any Secured Obligationaccount receivable, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation account receivable or on any collateral security for any Secured Obligationother Collateral, the acceptance of partial payments on any Secured Obligation obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties any Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may now or hereafter have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Security Agreement to the Agent or the Secured Parties Lender and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company hereby waives the right to plead any statute of limitations as a defense to any indebtedness or obligations hereunder or secured hereby to the full extent permitted by law. The Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsknowingly.

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided hereinherein and in the Credit Agreement, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to either or both of the Borrower or the Pledgor Borrowers or to any third partyaccount debtor in respect of any Account Receivable, or substitution, release or surrender of any collateral security for any Secured Obligation(including the Services Collateral), the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation (including Services) or on any collateral security for any Secured ObligationAccount Receivable or other collateral, the acceptance of partial payments on any Secured Obligation or on any Account Receivable or other collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may have under the laws constitution of the State Commonwealth of New YorkMassachusetts, under the laws constitution of the States of Delaware or Virginia (or under the constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated), or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Guarantors hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with waive any defense to or ------------- limitation on their obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 2.02 hereof. Without limitation and to the enforcement full extent permitted by applicable law, the Guarantors waive each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 2.02 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person. (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising Administrative Agent or the Banks, or any right hereunder shall operate as a waiver of such right them, or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States Guaranteed Obligations; any benefit of America, to notice (other than any statute of limitations; and any requirement of acceptance of this Agreement, and any requirement that any Guarantor receive notice provided herein of such acceptance. (c) Any defense or other right arising by reason of any law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or to a judicial hearing prior to the exercise like), or by reason of any right election of remedies or remedy provided other action or inaction by this Agreement to the Administrative Agent or the Secured Parties and waives its rightsBanks, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent or the Banks, or any of them, to set aside seek a deficiency against any Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsGuaranteed Obligations.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent or the Banks, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or the laws of the State of New Yorklike), under the laws or by reason of any state in which any election of the Pledged Collateral may be located remedies or which may govern the Pledged Collateral, other action or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided inaction by this Agreement to the Agent or the Secured Parties and waives its rightsBanks, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Banks, or any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties’ rights Party hereunder or in connection with any Secured Obligations or any Pledged Collateral; waives all rights to require a marshaling of assets by the Secured Party; consents to and waives notice of (i) the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, (ii) the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationCollateral, (iii) the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Party in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties Party or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any No waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor No course of dealing between either Subtenant and the Secured Party or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. Each Subtenant further waives any right it may have under the laws of the State of New York, under the laws constitution of any state or commonwealth in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of except for notice provided herein or in any other Loan Documentsspecifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER EACH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS. The Pledgor’s waivers Secured Party shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Party’ rights under this Section have been made voluntarilyAgreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as and, to the nature thereof and its possible alternative rightsmaximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor Company hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Creditor's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Company or to any third partyParty, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Creditor in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTHE COMPANY FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS (OR UNDER THE CONSTITUTION OF ANY OTHER STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED), under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, or under the laws of the United States of AmericaTO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO CREDITOR AND WAIVES ITS RIGHTS, to notice IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (other than any requirement of notice provided herein or in any other Loan DocumentsIF SUCH BE THE CASE) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Each Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ ' rights hereunder or in connection with any Secured Obligations or any Pledged of its Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor such Debtor or to any account debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured Obligationof its Collateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral of such Debtor, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral of such Debtor and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkEACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralUNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, or under the laws of the United States of AmericaOR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, to notice TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE ADMINISTRATIVE AGENT AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Each Debtor's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor such Debtor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guarantied Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties Agent or the Banks, or any of them, or any other Person; any requirement to exhaust any remedies under or in exercising connection with, or to mitigate the damages resulting from default under, any right hereunder shall operate as a waiver Loan Document or any of such right the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other right hereunder. Any waiver Loan Document, and any requirement that any Guarantor receive notice of any such acceptance; (c) Any defense or other right on any one occasion shall not be construed as a bar to or waiver arising by reason of any such right on Law now or hereafter in effect in any future occasion. The Pledgor further waives any right it may have under jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the laws of the State of New Yorklike), under the laws or by reason of any state in which any election of the Pledged Collateral may be located remedies or which may govern the Pledged Collateral, other action or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided inaction by this Agreement to the Agent or the Secured Parties and waives its rightsBanks, if anyor any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Agent or the Banks, or any of them, to set aside seek a deficiency against the Borrower or invalidate any sale duly consummated in accordance with other Person or which otherwise discharges or impairs any of the foregoing provisions hereof Guarantied Obligations; and (d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Company hereby waives presentment, demand, ----- ------------ notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Agent's and/or the Secured Parties’ ' rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Company or to any third partyaccount debtor in respect of any Receivable, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured ObligationReceivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation Receivable or other Collateral and/or the settlement or compromise thereof. The Company also hereby waives any rights and/or defenses the Company may have under any anti-deficiency laws or other laws limiting, qualifying or discharging the Secured Obligations and/or the remedies of the Agent and/or the Secured Parties against the Company. No delay or omission on the part of the Agent and/or the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. The Pledgor Company further waives any right it may have under the laws constitution of The Commonwealth of Massachusetts, the State States of New York, California and Delaware and under the laws constitution of any other state in which any of the Pledged Collateral may be located or which may govern the Pledged Collaterallocated, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or and/or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Company's waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor Company has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights. Neither the Agent nor the Secured Parties shall be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Agent's and the Secured Parties rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, the Company hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the rights of the Agent and/or the Secured Parties under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Company hereby irrevocably waives the benefits of all such laws.

Waivers, etc. The Pledgor To the full extend permitted by law, Guarantor hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3. Without limitation and to the fullest extent permitted by applicable law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any other guarantor, including the following: any notice of any event or circumstance described in Section 3; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Credit Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Credit Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against Borrower or any other Person of any other right or remedy under or in connection with any Secured Credit Document or any of the Guarantied Obligations or any Pledged Collateraldirect or indirect security for any of the Guarantied Obligations; consents any requirement of promptness or diligence on the part of Agent or Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Credit Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and waives any requirement of acceptance of this Guaranty or any other Credit Document, and any requirement that any Guarantor receive notice of the granting of renewals, extensions of time for payment any such acceptance; (c) Any defense or other indulgences right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to the Borrower election of remedies (including anti-deficiency laws, “one action” laws or the Pledgor or to any third partylike), or substitution, release or surrender by reason of any election of remedies or other action or inaction by Agent or Lenders, or any of them (including commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Guarantied Obligations), which results in exercising denial or impairment of the right of Agent or Lenders, or any right hereunder shall operate as of them, to seek a waiver of such right deficiency against Borrower or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to Person or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which otherwise discharges or impairs any of the Pledged Collateral Guarantied Obligations; and (d) Any and all defenses it may be located now or which may govern the Pledged Collateralhereafter have based on principles of suretyship, impairment of collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor Each of the Guarantors hereby waives presentmentany defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement each Guarantor waives each of the Secured Parties’ following: (a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (b) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document or any of the Guarantied Obligations or any Pledged Collateraldirect or indirect security for any of the Guarantied Obligations; consents any requirement of promptness or diligence on the part of any Secured Party, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and waives any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any Guarantor receive notice of the granting of renewals, extensions of time for payment any such acceptance; (c) Any defense or other indulgences right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to the Borrower election of remedies (including but not limited to anti-deficiency Laws, “one action” Laws or the Pledgor or to any third partylike), or substitution, release or surrender by reason of any election of remedies or other action or inaction by any Secured Party (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any Secured Obligationof the Guarantied Obligations), which results in denial or impairment of the addition or release right of Persons primarily or secondarily liable on any Secured Obligation Party to seek a deficiency against any Borrower or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to Person or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which otherwise discharges or impairs any of the Pledged Collateral Guarantied Obligations; and (d) Any and all defenses it may be located now or which may govern the Pledged Collateralhereafter have based on principles of suretyship, impairment of collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightslike.

Waivers, etc. The Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party’s rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Guarantors hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with waive any defense to or limitation on their obligations under this Agreement arising out of or based on any event or circumstance referred to in Section 2.2 hereof. Without limitation, the enforcement Guarantors waive each of the Secured Parties’ following: (a) All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights hereunder against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 2.2 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower or any other Persons to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Persons. (b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Persons in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Persons of any other right or remedy under or in connection with any Secured Loan Document or any of the Guaranteed Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment direct or other indulgences to the Borrower or the Pledgor or to any third party, or substitution, release or surrender of any collateral indirect security for any Secured Obligation, of the addition Guaranteed Obligations; any requirement of promptness or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission diligence on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right Bank, or of any other right hereunder. Any waiver of Person; any such right on requirement to exhaust any one occasion shall not be construed as a bar remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New York, under the laws of any state in which any of the Pledged Collateral may be located Guaranteed Obligations or which may govern the Pledged Collateral, any direct or under the laws indirect security for any of the United States Guaranteed Obligations; any benefit of America, to notice (other than any statute of limitations; and any requirement of acceptance of this Agreement, and any requirement that any Guarantor receive notice provided herein of such acceptance. (c) Any defense or other right arising by reason of any law now or hereafter in effect in any other Loan Documents) jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, "one action" laws or to a judicial hearing prior to the exercise like), or by reason of any election of remedies or other action or inaction by the Bank, (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations), which results in denial or impairment of the right of the Bank to seek a deficiency against the Borrower or remedy provided by this Agreement to any other Persons or which otherwise discharges or impairs any of the Agent or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s waivers under this Section have been made voluntarily, intelligently and knowingly and after the Pledgor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rightsGuaranteed Obligations.

Waivers, etc. The Pledgor To the extent permitted by applicable law, each Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided hereinherein or in the other Secured Debt Documents, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Debtors or to any account debtor in respect of any account receivable or to any other third party, or substitution, release or surrender of any collateral security for any Secured ObligationCollateral, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligationaccount receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Collateral Trustee or the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Pledgor further waives any right it may have under the laws of the State of New YorkTO THE EXTENT PERMITTED BY APPLICABLE LAW, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged CollateralEACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE STATE OF NEW YORK, or under the laws of the United States of AmericaUNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE COLLATERAL OR ANY DEBTOR MAY BE LOCATED, to notice OR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, TO NOTICE (other than any requirement of notice provided herein or in any other Loan DocumentsOTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties and waives its rightsOR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE COLLATERAL TRUSTEE OR THE SECURED PARTIES AND WAIVES ITS RIGHTS, if anyIF ANY, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (if such be the caseIF SUCH BE THE CASE) that the sale was consummated without a prior judicial hearingTHAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Pledgor’s Each Debtor waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor such Debtor has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

Waivers, etc. The Pledgor Pledgors hereby waives waive presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ Party's rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents consent to and waives waive notice of the granting of renewals, extensions of time for payment or other indulgences to the Borrower or the Pledgor Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties Party in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Each Pledgor further waives any right it may have under the laws of the State of New York, under the laws constitutions of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws Constitution of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documentsherein) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Agent or the Secured Parties Party and waives its rightsright, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Pledgor’s Pledgors' waivers under this Section section have been made voluntarily, intelligently and knowingly and after the Pledgor has Pledgors have been apprised and counseled by its their attorneys as to the nature thereof and its possible alternative rights.