Common use of Waivers of Notice, Etc Clause in Contracts

Waivers of Notice, Etc. The obligations of the Subordinated Creditor under this Agreement, and the subordination arrangements contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not the Subordinated Creditor shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the Borrower; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the Borrower; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (d) any action or delay in acting or failure to act on the part of the Senior Creditor under any Senior Debt Docu- ments or in respect of the Senior Debt or any collateral securing any Senior Debt or otherwise, including (i) any action by the Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral securing any Senior Debt, (ii) any failure by the Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against the Borrower or any other Person or Persons under any of the Senior Debt Documents or provided by statute or at law or in equity, (iii) any failure by the Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the Senior Creditor to foreclose or to real- ize upon any collateral securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement or addition to, any Senior Debt Document; (f) any waiver, consent or other action or acquiescence by the Senior Creditor in respect of any default by the Borrower in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (g) the declaration that any Senior Debt Document or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g).

Waivers of Notice, Etc. The To the extent permitted by applicable law, the obligations of each of the Subordinated Creditor Creditors and Debtors under this Agreement, and the subordination arrangements and covenants contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not any of the Subordinated Creditor Creditors or Debtors shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property Property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the BorrowerBorrower or any of its Subsidiaries; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the BorrowerBorrower or any of its Subsidiaries; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor Creditors in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral or Liens securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (d) any action or delay in acting or failure to act on the part of the any Senior Creditor under any Senior Debt Docu- ments Document or in respect of the any Senior Debt or any collateral Liens securing any Senior Debt or otherwise, including (i) any action by the any Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral Liens securing any Senior Debt, (ii) any failure by the any Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against any of the Borrower Debtors or any other Person or Persons under any of the Senior Debt Documents or as provided by statute or at law or in equity, (iii) any failure by the any Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the any Senior Creditor to foreclose or to real- ize realize upon any collateral Liens securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement or addition to, any of the Senior Debt DocumentDocuments; (f) any waiver, consent or other action or acquiescence by any of the Senior Creditor Creditors in respect of any default by the Borrower or by any of its Subsidiaries in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or; (g) the declaration that any Senior Debt or any Senior Debt Document or any provision thereof is or any Liens securing any Senior Debt shall at any time or for any reason whatsoever cease to be in full force or effect or shall be declared null and void or illegal, invalid, unenforceable or inadmissible in evidence; , or the failure of any Senior Debt or any payments or distributions on account of Senior Debt or any Liens securing Senior Debt shall be subject to avoidance, or shall be avoided, as a fraudulent transfer or fraudulent conveyance, in any case whether prior to or after the commencement of any Bankruptcy or Insolvency Proceedings by or against the Borrower or any of its Subsidiaries; (h) any Subordinated Debt or any Subordinated Debt Document or any provision thereof or any Liens securing any Subordinated Debt shall at any time or for any reason whatsoever cease to be in full force or effect or shall be declared null and effect. The void or illegal, invalid, unenforceable or inadmissible in evidence, or any Subordinated Debt or any payments or distributions on account of Subordinated Debt or any Liens securing any Subordinated Debt shall be subject to avoidance, or shall be avoided, as a fraudulent transfer or fraudulent conveyance, in any case whether prior to or after the commencement of Bankruptcy or Insolvency Proceedings by or against the Borrower or any of its Subsidiaries; (i) the existence or creation at any time or times on or after the date of this Agreement of any claim, defense, right of set-off or counterclaim of any nature whatsoever of any Subordinated Creditor against the Borrower or any of its Subsidiaries or against any of the Senior Creditors; or (j) the existence of any other condition or circumstance or the occurrence of any other event that might otherwise constitute a legal or equitable discharge of or a suretyship defense to the performance by any Subordinated Creditor of any of its obligations or other liabilities hereunder. To the extent permitted by applicable law, each of the Subordinated Creditors hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (gj). This Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any Senior Debt previously made by any Debtor to any of the Senior Creditors is rescinded or must otherwise be returned by any of the Senior Creditors in connection with any Bankruptcy or Insolvency Proceedings with respect to any of the Debtors or otherwise, all as though such payment of Senior Debt had not been made.

Waivers of Notice, Etc. The obligations of each of the Subordinated Creditor Investor and the Parent Company under this Agreement, and the subordination arrangements covenants contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not either of the Subordinated Creditor Investor or the Parent Company shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the Borrower; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the Borrower; (c) any extension or postponement of the time for the payment of any Senior Debtof the Obligations, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by any of the Senior Creditor Secured Parties in respect of any Senior DebtObligations, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral or Liens securing any Senior DebtObligations, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior DebtObligations; (db) any action or delay in acting or failure to act on the part of any of the Senior Creditor Secured Parties under any Senior Debt Docu- ments Loan Document or in respect of the Senior Debt any Obligations or any collateral Liens securing any Senior Debt Obligations or otherwise, including (i) any action by any of the Senior Creditor Secured Parties to enforce any of its rights, remedies or claims in respect of any collateral Liens securing any Senior DebtObligations, (ii) any failure by any of the Senior Creditor Secured Parties strictly or diligently to assert any rights or to pursue any remedies or claims against any of the Borrower Loan Parties or any other Person or Persons under any of the Senior Debt Loan Documents or provided by statute or at law or in equity, (iii) any failure by any of the Senior Creditor Secured Parties to perfect or to preserve the perfection or priority of any of its Liens securing any Senior DebtObligations, or (iv) any failure or refusal by any of the Senior Creditor Secured Parties to foreclose or to real- ize realize upon any collateral Liens securing any Senior Debt Obligations or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Loan Document; (ec) any amendment or amendment and restatement or other modification or amendment of, or any supplement or addition to, the Credit Agreement or any Senior Debt Documentof the other Loan Documents; (fd) any waiver, consent or other action or acquiescence by any of the Senior Creditor Secured Parties in respect of any default by the Borrower or by any of the other Loan Parties in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Loan Document; or (ge) the declaration that existence of any Senior Debt Document other condition or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; circumstance or the failure occurrence of any Senior Debt Document to be in full force other event that might otherwise constitute a legal or equitable discharge of the performance by any Investor of any of its obligations or other liabilities hereunder. Each of the Parent Company and effect. The Subordinated Creditor the Investor hereby absolutely, unconditionally and irrevocably severally assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (ge). This Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any Obligations previously made by any Loan Party to any of the Secured Parties is rescinded or must otherwise be returned by any of the Secured Parties in connection with any Insolvency Proceedings with respect to any of the Loan Parties or otherwise, all as though such payment of Obligations had not been made.

Waivers of Notice, Etc. The obligations of the Subordinated Creditor under this Agreement, and the subordination subordi- nation arrangements contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not the Subordinated Creditor shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the Borrower; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the Borrower; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (d) any action or delay in acting or failure to act on the part of the Senior Creditor under any Senior Debt Docu- ments Documents or in respect of the Senior Debt or any collateral securing any Senior Debt or otherwise, including (i) any action by the Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral securing any Senior Debt, (ii) any failure by the Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against the Borrower or any other Person or Persons under any of the Senior Debt Documents or provided by statute or at law or in equity, (iii) any failure by the Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the Senior Creditor to foreclose or to real- ize realize upon any collateral securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement supple- ment or addition to, any Senior Debt Document; (f) any waiver, consent or other action or acquiescence acquies- cence by the Senior Creditor in respect of any default by the Borrower in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (g) the declaration that any Senior Debt Document or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g).) ,

Waivers of Notice, Etc. The obligations of the ------------------------- Subordinated Creditor under this Agreement, and the subordination subordi-nation arrangements contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not the Subordinated Creditor shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the Borrower; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the Borrower; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (d) any action or delay in acting or failure to act on the part of the Senior Creditor under any Senior Debt Docu- Docu-ments or in respect of the Senior Debt or any collateral securing any Senior Debt or otherwise, including (i) any action by the Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral securing any Senior Debt, (ii) any failure by the Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against the Borrower or any other Person or Persons under any of the Senior Debt Documents or provided by statute or at law or in equity, (iii) any failure by the Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the Senior Creditor to foreclose or to real- real-ize upon any collateral securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement sup-ple-ment or addition to, any Senior Debt Document; (f) any waiver, consent or other action or acquiescence ac-qui-es-cence by the Senior Se-nior Creditor in respect of any default by the Borrower in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (g) the declaration that any Senior Debt Document or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally uncondi-tionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g)., ------------ ---

Waivers of Notice, Etc. The obligations of each of the Subordinated Creditor and the Borrower under this Agreement, and the subordination arrangements and covenants contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not the Subordinated Creditor or the Borrower or any of the other Debtors shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the Borrower; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the Borrower; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor Creditors in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral or Liens securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (db) any action or delay in acting or failure to act on the part of the any Senior Creditor Creditors under any Senior Debt Docu- ments Document or in respect of the any Senior Debt or any collateral Liens securing any Senior Debt or otherwise, including (i) any action by the any Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral Liens securing any Senior Debt, (ii) any failure by the any Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against any of the Borrower Debtors or any other Person or Persons under any of the Senior Debt Documents or provided by statute or at law or in equity, (iii) any failure by the any Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the any Senior Creditor to foreclose or to real- ize realize upon any collateral Liens securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (ec) any modification modification, amendment or amendment and restatement of, or any supplement or addition to, any of the Senior Debt DocumentDocuments; (fd) any waiver, consent or other action or acquiescence by any of the Senior Creditor Creditors in respect of any default by the Borrower or by any of the other Debtors in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (ge) the declaration that existence of any Senior Debt Document other condition or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; circumstance or the failure occurrence of any Senior Debt Document other event that might otherwise constitute a legal or equitable discharge of or a suretyship defense to be in full force and effect. The the performance by the Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g)of its obligations or other liabilities hereunder.

Waivers of Notice, Etc. The obligations of the Subordinated Creditor under this Agreement, and the subordination arrangements contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not the Subordinated Creditor shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the Borrower; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the Borrower; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (d) any action or delay in acting or failure to act on the part of the Senior Creditor under any Senior Debt Docu- ments Documents or in respect of the Senior Debt or any collateral securing any Senior Debt or otherwise, including (i) any action by the Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral securing any Senior Debt, (ii) any failure by the Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against the Borrower or any other Person or Persons under any of the Senior Debt Documents or provided by statute or at law or in equity, (iii) any failure by the Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the Senior Creditor to foreclose or to real- ize realize upon any collateral securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement or addition to, any Senior Debt Document; (f) any waiver, consent or other action or acquiescence by the Senior Creditor in respect of any default by the Borrower in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (g) the declaration that any Senior Debt Document or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses CLAUSES (a) through (g).,

Waivers of Notice, Etc. The obligations of each of the ------------------------ Subordinated Creditor Creditors and Debtors under this Agreement, and the subordination arrangements and covenants contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not any of the Subordinated Creditor Creditors or Debtors shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property Property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the BorrowerBorrower or any of its Subsidiaries; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the BorrowerBorrower or any of its Subsidiaries; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor Creditors in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral or Liens securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (d) any action or delay in acting or failure to act on the part of the any Senior Creditor under any Senior Debt Docu- ments Document or in respect of the any Senior Debt or any collateral Liens securing any Senior Debt or otherwise, including (i) any action by the any Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral Liens securing any Senior Debt, (ii) any failure by the any Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against any of the Borrower Debtors or any other Person or Persons under any of the Senior Debt Documents or provided by statute or at law or in equity, (iii) any failure by the any Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the any Senior Creditor to foreclose or to real- ize realize upon any collateral Liens securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement or addition to, any Senior Debt Document; (f) any waiver, consent or other action or acquiescence by the Senior Creditor in respect of any default by the Borrower in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (g) the declaration that any Senior Debt Document or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g).

Waivers of Notice, Etc. The It is the express intention of the Guarantors, the Issuing Bank, the Lenders and the Agent that the obligations of the Subordinated Creditor Guarantors to the Issuing Bank, the Lenders and the Agent under this AgreementGuaranty, this Agreement and under any of the subordination arrangements contained herein, other Loan Documents shall not be to any extent or in any way or manner whatsoever satisfied, discharged, impaired or otherwise affected, except by the payment of the Obligations to the Agent, the Issuing Bank and the Lenders, and then only to the extent of such payment. Without limitation of the generality of the foregoing provisions of this SECTION 6.2, the obligations of the Guarantors to the Issuing Bank, the Lenders and the Agent under this Guaranty shall not be to any extent or in any way or manner whatsoever satisfied, discharged, impaired or otherwise affected by any of the following, whether or not the Subordinated Creditor Guarantors shall have had any notice or knowledge of any thereof: (a) the The dissolution, termination of existence, deathinsolvency, bankruptcy, liquidation, insolvencybusiness failure, appointment of a receiver for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy proceedings under any bankruptcy or Insolvency Proceeding insolvency laws by or against, any Guarantor, any Principal Company, the BorrowerIssuing Bank, the Agent or any Lender; (b) the The absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, any Guarantor, any Principal Company, the BorrowerAgent, the Issuing Bank or any Lender; (c) any Any extension or postponement of the time for the payment of any Senior Debtof the Obligations, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor Agent, the Issuing Bank or any Lender in respect of any Senior Debtof the Obligations, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral securing security for any Senior Debt, of the Obligations or the addition, substitution or release, in whole or in part, of any Person person or Persons persons primarily or secondarily liable in respect of any Senior Debtof the Obligations; (d) any Any action or delay in acting or failure to act on the part of the Senior Creditor Agent, the Issuing Bank or any Lender under any Senior Debt Docu- ments of the Loan Documents or in respect of any of the Senior Debt Obligations or any collateral securing any Senior Debt of the Collateral or otherwise, including (i) any action by the Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral securing any Senior Debt, (ii) any failure by the Senior Creditor strictly or diligently to assert any rights right or to pursue any remedies remedy against any Guarantor or claims against the Borrower or any other Person or Persons persons under any of the Senior Debt Loan Documents or provided by statute or at law or in equity, (iii) any failure by the Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the Senior Creditor to foreclose or to real- ize upon any collateral securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement or addition to, any Senior Debt Document; (f) any waiver, consent or other action or acquiescence by the Senior Creditor in respect of any default by the Borrower in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (g) the declaration that any Senior Debt Document or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g).

Waivers of Notice, Etc. The To the extent permitted by applicable law, the obligations of each of the Subordinated Creditor Creditors and Debtors under this Agreement, and the subordination arrangements and covenants contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not any of the Subordinated Creditor Creditors or Debtors shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property Property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the BorrowerBorrower or any of its Subsidiaries; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the BorrowerBorrower or any of its Subsidiaries; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor Creditors in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral or Liens securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (d) any action or delay in acting or failure to act on the part of the any Senior Creditor under any Senior Debt Docu- ments Document or in respect of the any Senior Debt or any collateral Liens securing any Senior Debt or otherwise, including (i) any action by the any Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral Liens securing any Senior Debt, (ii) any failure by the any Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against any of the Borrower Debtors or any other Person or Persons under any of the Senior Debt Documents or as provided by statute or at law or in equity, (iii) any failure by the any Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the any Senior Creditor to foreclose or to real- ize realize upon any collateral Liens securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement or addition to, any Senior Debt Document; (f) any waiver, consent or other action or acquiescence by the Senior Creditor in respect of any default by the Borrower in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (g) the declaration that any Senior Debt Document or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g).

Waivers of Notice, Etc. The To the extent permitted by applicable law, the obligations of each of the Subordinated Creditor Creditors and Debtors under this Agreement, and the subordination arrangements and covenants contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not any of the Subordinated Creditor Creditors or Debtors shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property Property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the BorrowerBorrower or any of its Subsidiaries; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the BorrowerBorrower or any of its Subsidiaries; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor Creditors in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral or Liens securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (d) any action or delay in acting or failure to act on the part of the any Senior Creditor under any Senior Debt Docu- ments Document or in respect of the any Senior Debt or any collateral Liens securing any Senior Debt or otherwise, including (i) any action by the any Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral Liens securing any Senior Debt, (ii) any failure by the any Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against any of the Borrower Debtors or any other Person or Persons under any of the Senior Debt Documents or as provided by statute or at law or in equity, (iii) any failure by the any Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the any Senior Creditor to foreclose or to real- ize realize upon any collateral Liens securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement or addition to, any of the Senior Debt DocumentDocuments; (f) any waiver, consent or other action or acquiescence by any of the Senior Creditor Creditors in respect of any default by the Borrower or by any of its Subsidiaries in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (g) the declaration that any Senior Debt Document or any provision thereof is null and void or illegal, invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g).;

Waivers of Notice, Etc. The It is the express intention of the Guarantors, the Issuing Bank, the Lenders and the Agent that the obligations of the Subordinated Creditor Guarantors to the Issuing Bank, the Lenders and the Agent under this AgreementGuaranty, this Agreement and under any of the subordination arrangements contained herein, other Loan Documents shall not be to any extent or in any way or manner whatsoever satisfied, discharged, impaired or otherwise affected, except by the payment of the Obligations to the Agent, the Issuing Bank and the Lenders, and then only to the extent of such payment. Without limitation of the generality of the foregoing provisions of this Section 6.2, the obligations of the Guarantors to the Issuing Bank, the Lenders and the Agent under this Guaranty shall not be to any extent or in any way or manner whatsoever satisfied, discharged, impaired or otherwise affected by any of the following, whether or not the Subordinated Creditor Guarantors shall have had any notice or knowledge of any thereof: (a) the The dissolution, termination of existence, deathinsolvency, bankruptcy, liquidation, insolvencybusiness failure, appointment of a receiver for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy proceedings under any bankruptcy or Insolvency Proceeding insolvency laws by or against, any Guarantor, any Principal Company, the BorrowerIssuing Bank, the Agent or any Lender; (b) the The absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the Borrower; (c) any extension or postponement of the time for the payment of Guarantor, any Senior DebtPrincipal Company, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor in respect of any Senior DebtAgent, the taking, addition, substitution Issuing Bank or release, in whole or in part, at any time or times, of any collateral securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior DebtLender; (d) any Any action or delay in acting or failure to act on the part of the Senior Creditor Agent, the Issuing Bank or any Lender under any Senior Debt Docu- ments of the Loan Documents or in respect of any of the Senior Debt Obligations or any collateral securing any Senior Debt of the Collateral or otherwise, including (i) any action by the Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral securing any Senior Debt, (ii) any failure by the Senior Creditor strictly or diligently to assert any rights right or to pursue any remedies remedy against any Guarantor or claims against the Borrower or any other Person or Persons persons under any of the Senior Debt Loan Documents or provided by statute or at law or in equity, (iii) any failure by the Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the Senior Creditor to foreclose or to real- ize upon any collateral securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any Any modification or amendment of, or any supplement or addition to, the Obligations, this Agreement, any Senior Debt DocumentNote, or any of the other Loan Documents; (f) any Any waiver, consent or other action or acquiescence by the Senior Creditor Agent, the Issuing Bank or any Lender at any time or times in respect of any default by any Guarantor or other Persons in the Borrower in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Documentof the Loan Documents; (g) The existence or creation at any time or times on or after the date of this Agreement of any claim, defense, right of set-off or counterclaim of any nature whatsoever of any Guarantor against any Principal Company, the Agent, the Issuing Bank or any Lender, or of any Principal Company against any Guarantor, the Agent, the Issuing Bank or any Lender; or (gh) This Agreement, the declaration that Notes, any Senior Debt Document of the other Loan Documents or any provision provisions of any thereof is shall at any time and for any reason whatsoever cease to be in full force and effect or shall be declared null and void or illegal, invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g).

Waivers of Notice, Etc. The obligations of the Subordinated Creditor under this Agreement, and the subordination arrangements contained herein, shall not be to any extent or in any way or manner whatsoever impaired or otherwise affected by any of the following, whether or not the Subordinated Creditor shall have had any notice or knowledge of any thereof: (a) the dissolution, termination of existence, death, bankruptcy, liquidation, insolvency, appointment of a receiver for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Bankruptcy or Insolvency Proceeding by or against, the Borrower; (b) the absorption, merger or consolidation of, or the effectuation of any other change whatsoever in the name, membership, constitution or place of formation of, the Borrower; (c) any extension or postponement of the time for the payment of any Senior Debt, the acceptance of any partial payment thereon, any and all other indulgences whatsoever by the Senior Creditor in respect of any Senior Debt, the taking, addition, substitution or release, in whole or in part, at any time or times, of any collateral securing any Senior Debt, or the addition, substitution or release, in whole or in part, of any Person or Persons primarily or secondarily liable in respect of any Senior Debt; (d) any action or delay in acting or failure to act on the part of the Senior Creditor under any Senior Debt Docu- ments Documents or in respect of the Senior Debt or any collateral securing any Senior Debt or otherwise, including (i) any action by the Senior Creditor to enforce any of its rights, remedies or claims in respect of any collateral securing any Senior Debt, (ii) any failure by the Senior Creditor strictly or diligently to assert any rights or to pursue any remedies or claims against the Borrower or any other Person or Persons under any of the Senior Debt Documents or provided by statute or at law or in equity, (iii) any failure by the Senior Creditor to perfect or to preserve the perfection or priority of any of its Liens securing any Senior Debt, or (iv) any failure or refusal by the Senior Creditor to foreclose or to real- ize realize upon any collateral securing any Senior Debt or to take any action to enforce any of its rights, remedies or claims under any Senior Debt Document; (e) any modification or amendment of, or any supplement or addition to, any Senior Debt Document; (f) any waiver, consent or other action or acquiescence by the Senior Creditor in respect of any default by the Borrower in its performance or observance of or compliance with any term, covenant or condition contained in any Senior Debt Document; or (g) the declaration that any Senior Debt Document or any provision thereof is null and void or illegalillegal , invalid, unenforceable or inadmissible in evidence; or the failure of any Senior Debt Document to be in full force and effect. The Subordinated Creditor hereby absolutely, unconditionally and irrevocably assents to and waives notice of any and all matters hereinbefore specified in clauses (a) through (g).,