Common use of Waivers of Rights Inhibiting Enforcement Clause in Contracts

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the Collateral, a private or public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreementany of the Transaction Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (dc) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (ed) except as otherwise provided in any of the right to invoke any law requiring marshalling Transaction Documents (including Section 11.1 of collateral the Pledge and Security Agreement), all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Applicable Laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the CollateralIndenture Estate, a private or public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; Indenture Estate, (b) the right to assert in any action or proceeding between it and the Administrative Agent any Senior Trustee offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Transaction Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INDENTURE ESTATE, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) except as otherwise provided in any of the right to invoke any law requiring marshalling of collateral and Transaction Documents, all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the CollateralIndenture Estate, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the CollateralIndenture Estate, a private or public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; Indenture Estate, (b) the right to assert in any action or proceeding between it and the Administrative Agent any Senior Trustee offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Deal Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INDENTURE ESTATE, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) except as otherwise provided in any of the right to invoke any law requiring marshalling of collateral and Deal Documents, all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the CollateralIndenture Estate, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the Collateral, a private or public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreementany of the Deal Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATEAPPLICABLE LAW, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (dc) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (ed) except as otherwise provided in any of the right to invoke any law requiring marshalling of collateral and Deal Documents, all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Applicable Laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the CollateralIndenture Estate, a public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; Indenture Estate, (b) the right to assert in any action or proceeding between it and the Administrative Agent any Senior Trustee offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Related Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INDENTURE ESTATE INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the CollateralIndenture Estate, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor Grantor hereby waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, sale is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Collateral Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE COLLATERAL AGENT’S TAKING POSSESSION OF, OR DISPOSITION OF OF, ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE COLLATERAL AGENT’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Collateral Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law, and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Pledgor waives (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent Secured Party elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the such Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent Secured Party any offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Collateral Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S SECURED PARTY'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S SECURED PARTY'S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of under the Administrative Agent and the other Secured Parties under this Agreement Collateral Documents or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the Collateral, a private or public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreementany of the Transaction Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (dc) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (ed) except as otherwise provided in any of the right to invoke any law requiring marshalling of collateral and Transaction Documents, all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Applicable Laws and rights; provided, that any waivers by the Issuer set forth in this Section 4.15 shall not apply to claims or rights asserted by or on behalf of Noteholders that are Restricted Parties.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL DURING THE EXISTENCE OF AN EVENT OF DEFAULT INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law.

Waivers of Rights Inhibiting Enforcement. Each Debtor Pledgor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Pledge Agreement Collateral, a public sale, should the Administrative Collateral Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Pledge Agreement Collateral;, (b) the right to assert in any action or proceeding between it and the Administrative Collateral Agent relating to this Agreement any offsets or counterclaims (other than mandatory counterclaims) that it may have;, (c) except as otherwise provided in this Agreement, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE COLLATERAL AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE PLEDGE AGREEMENT COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR SUCH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE COLLATERAL AGENT’S RIGHTS HEREUNDER;, (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; , and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement or the absolute sale of the Pledge Agreement Collateral, now or hereafter in force under any applicable lawGovernment Rule, and each Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the CollateralCollateral (which with respect to the right to enforce the representations, warranties and covenants made by the Transferor under the Sale and Contribution Agreement and the representations, warranties and covenants made by the Servicer under the Servicing Agreement shall be solely to the extent affecting the Retained Royalty Payments), a private or public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreementany of the Transaction Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (dc) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (ed) except as otherwise provided in any of the right to invoke any law requiring marshalling of collateral and Transaction Documents, all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Applicable Laws and rights; provided, that any waivers by the Issuer set forth in this Section 4.15 shall not apply to claims or rights asserted by or on behalf of Noteholders that are Restricted Parties.

Waivers of Rights Inhibiting Enforcement. Each Debtor Grantor hereby waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, sale is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Agent Secured Party any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTSECURED PARTY’S TAKING POSSESSION OF, OR DISPOSITION OF OF, ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTSECURED PARTY’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties Party under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law, and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Pledgor waives (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the such Collateral; , (b) the right to assert in any action or proceeding between among it and the Administrative Agent or any other Secured Party any offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Collateral Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S 'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S RIGHTS OF THE AGENT AND THE OTHER SECURED PARTIES HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of under the Administrative Agent and the other Secured Parties under this Agreement Loan Documents or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor For the benefit of each Parity Lien Secured Party, each Pledgor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Pledge Agreement Collateral, a public sale, should the Administrative Agent Collateral Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Pledge Agreement Collateral;, (b) the right to assert in any action or proceeding between it and the Administrative Agent Collateral Trustee relating to this Agreement any offsets or counterclaims (other than mandatory counterclaims) that it may have;, (c) except as otherwise provided in this Agreement, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTCOLLATERAL TRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE PLEDGE AGREEMENT COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR SUCH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTCOLLATERAL TRUSTEE’S RIGHTS HEREUNDER;, (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; , and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement or the absolute sale of the Pledge Agreement Collateral, now or hereafter in force under any Xxxxxx Xxxxxxxxx applicable lawGovernment Rule, and each Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor The Pledgor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law:: Pledge Agreement (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Collateral Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Collateral Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE COLLATERAL AGENT’S 'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE COLLATERAL AGENT’S RIGHTS 'S RTGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Collateral Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law, and the Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the CollateralIndenture Estate, a public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; Indenture Estate, (b) the right to assert in any action or proceeding between it and the Administrative Agent any Senior Trustee offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Related Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S TRUSTEE'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INDENTURE ESTATE INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S TRUSTEE'S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) except as otherwise provided in any of the right to invoke any law requiring marshalling of collateral and Related Documents, all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the CollateralIndenture Estate, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor The Grantor hereby waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, sale is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Collateral Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE COLLATERAL AGENT’S TAKING POSSESSION OF, OR DISPOSITION OF OF, ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE COLLATERAL AGENT’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Collateral Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law, and the Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: Pledgor waives (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Collateral Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the such Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Collateral Agent any offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Collateral Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE COLLATERAL AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR SUCH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE COLLATERAL AGENT’S RIGHTS HEREUNDER; , (d) all rights (i) of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (ii) to the marshalling of assets and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of under the Administrative Agent and the other Secured Parties under this Agreement Collateral Documents or the absolute sale of the Collateral, now or hereafter in force under any applicable lawLaw, and each Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the CollateralIndenture Estate, a private or public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; Indenture Estate, (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreementany of the Deal Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INDENTURE ESTATE, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (dc) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (ed) except as otherwise provided in any of the right to invoke any law requiring marshalling Deal Documents (including Section 11.1 of collateral the Pledge and Security Agreement), all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the CollateralIndenture Estate, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor The Pledgor ---------------------------------------- waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent Secured Party elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the such Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent Secured Party any offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Collateral Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S SECURED PARTY'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S SECURED PARTY'S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of under the Administrative Agent and the other Secured Parties under this Agreement Collateral Documents or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each The Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY THE DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: Pledgor waives (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Collateral Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the such Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Collateral Agent any offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Collateral Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE COLLATERAL AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR SUCH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE COLLATERAL AGENT’S RIGHTS HEREUNDER; , (d) all rights (i) of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (ii) to the marshalling of assets and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of under the Administrative Agent and the other Secured Parties under this Agreement Collateral Documents or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and each Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: Royalty Sub waives (a) any claim that, as to any part of the CollateralIndenture Estate, a private or public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; Indenture Estate, (b) the right to assert in any action or proceeding between it and the Administrative Agent any Senior Trustee offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Transaction Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S TRUSTEE'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INDENTURE ESTATE, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR ROYALTY SUB WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S TRUSTEE'S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) except as otherwise provided in any of the right to invoke any law requiring marshalling of collateral and Transaction Documents, all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the CollateralIndenture Estate, now or hereafter in force under any applicable lawApplicable Law, and Royalty Sub, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Pledgor waives (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent Secured Party elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the such Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent Secured Party any offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Collateral Documents, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATEto the extent permitted by Applicable Law, AND ALL OTHER REQUIREMENTS AS TO THE TIMEnotice or judicial hearing in connection with the Secured Party’s taking possession or disposition of any of the Collateral, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S RIGHTS HEREUNDER; including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right that the Pledgor would otherwise have under the U.S. Constitution or any statute of the United States or of any state, and all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Secured Party’s rights hereunder, (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of under the Administrative Agent and the other Secured Parties under this Agreement Collateral Documents or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL DURING THE EXISTENCE OF AN EVENT OF DEFAULT, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law:The Pledgor waives ---------------------------------------- (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent Secured Party elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the such Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent Secured Party any offsets or counterclaims (other than compulsory counterclaims) that it may have; , (c) except as otherwise provided in this Agreementany of the Collateral Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S SECURED PARTY'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S SECURED PARTY'S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium to the extent permitted by Applicable Law and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of under the Administrative Agent and the other Secured Parties under this Agreement Collateral Documents or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may havehave and any defenses with respect to the circumstances or occurrences described in Section 2.03(a) through (g); (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S 'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S 'S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law.

Waivers of Rights Inhibiting Enforcement. Each Debtor For the benefit of each Parity Lien Secured Party, each Pledgor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Pledge Agreement Collateral, a public sale, should the Administrative Agent Collateral Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Pledge Agreement Collateral;, (b) the right to assert in any action or proceeding between it and the Administrative Agent Collateral Trustee relating to this Agreement any offsets or counterclaims (other than mandatory counterclaims) that it may have;, (c) except as otherwise provided in this Agreement, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTCOLLATERAL TRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE PLEDGE AGREEMENT COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR SUCH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTCOLLATERAL TRUSTEE’S RIGHTS HEREUNDER;, (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; , and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement or the absolute sale of the Pledge Agreement Collateral, now or hereafter in force under any applicable lawGovernment Rule, and each Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor Grantor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable lawLaw: (a) any rights or privileges that it may acquire under the UCC or any other applicable law (and further agrees not to assert any such rights); (b) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this AgreementAgreement or the other Loan Documents, ALL LEGAL RIGHTS THAT MIGHT OTHERWISE REQUIRE THE ADMINISTRATIVE AGENT TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS OR JUDICIAL HEARING, NOTICE OR OF JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, extension or and moratorium; and; (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties Creditors under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law.Law; (f) all rights and defenses arising out of an election of remedies by any Secured Creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed any Grantor’s rights of subrogation and reimbursement against any other Grantor; (g) all rights and defenses that any Grantor may have because the Secured Obligations are secured by real property. This means, among other things:

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Pledgor waives (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent Secured Party elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the such Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent Secured Party any offsets or counterclaims (other than compulsory counterclaims) that it may have; , (c) except as otherwise provided in this Agreementany of the Collateral Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S SECURED PARTY'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S SECURED PARTY'S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium to the extent permitted by Applicable Law and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of under the Administrative Agent and the other Secured Parties under this Agreement Collateral Documents or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: waives (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Agent elect if such Debtor elects so to proceed, is, in and of itself, not a commercially reasonable method of sale for the such Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent Secured Party any offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Security Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S SECURED PARTY'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY EACH DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENT’S SECURED PARTY'S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and , (e) to the right extent permitted by Law, the benefits of all Laws referred to invoke any law requiring marshalling of collateral in Section 12 and (f) all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of under the Administrative Agent and the other Secured Parties under this Agreement Security Documents or the absolute sale of the Collateral, now or hereafter in force under any applicable lawLaw, and each Debtor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor The Grantor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable lawLaw: (a) any rights or privileges that it may acquire under the UCC or any other applicable law (and further agrees not to assert any such rights); (b) any claim that, as to any part of the Collateral, a public sale, should the Administrative Collateral Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this AgreementAgreement or the other Hedging Facility Documents, ALL LEGAL RIGHTS THAT MIGHT OTHERWISE REQUIRE THE COLLATERAL AGENT TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS OR JUDICIAL HEARING, NOTICE OR OF JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE COLLATERAL AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE COLLATERAL AGENT’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, extension or and moratorium; and; (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Collateral Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable lawLaw; (f) all rights and defenses arising out of an election of remedies by any Secured Party, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Grantor’s rights of subrogation and reimbursement; (g) all rights and defenses that the Grantor may have because the Secured Obligations are secured by real property. This means, among other things: (i) The Secured Parties may collect from the Grantor without first foreclosing on any real or personal property collateral pledged by the Grantor; and (ii) If any Collateral Agent forecloses on any real property collateral pledged by the Grantor, the amount of the Secured Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and This is an unconditional and irrevocable waiver of any rights and defenses the Grantor may have because the Secured Obligations are secured by real property.

Waivers of Rights Inhibiting Enforcement. Each Debtor The Borrower waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Collateral, a public sale, should the Administrative Collateral Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Collateral Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT’S COLLATERAL AGENTS TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE COLLATERAL AGENT’S 'S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Collateral Agent and the other Secured Parties under this Agreement or the absolute sale of the Collateral, now or hereafter in force under any applicable law, and the Borrower, for itself and all who may claim under it, Borrower Security Agreement insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the Collateral, a private or public sale, should the Administrative Agent Senior Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent any Senior Trustee offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Deal Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) except as otherwise provided in any of the right to invoke any law requiring marshalling of collateral and Deal Documents, all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Applicable Laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: The Issuer waives (a) any claim that, as to any part of the Collateral, a private or public sale, should the Administrative Agent Trustee elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for such part of the Collateral; , (b) the right to assert in any action or proceeding between it and the Administrative Agent any Trustee offsets or counterclaims that it may have; , (c) except as otherwise provided in this Agreementany of the Deal Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENTTRUSTEE’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES U.S. OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE AGENTTRUSTEE’S RIGHTS HEREUNDER; , (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and moratorium and (e) except as otherwise provided in any of the right to invoke any law requiring marshalling of collateral and Deal Documents, all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Agent and the other Secured Parties under this Agreement Indenture or the absolute sale of the Collateral, now or hereafter in force under any applicable lawApplicable Law, and the Issuer, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such Applicable Laws and rights.

Waivers of Rights Inhibiting Enforcement. Each Debtor The Company waives, for itself and all who may claim under it, to the maximum extent permitted by applicable law: (a) any claim that, as to any part of the Pledged Collateral, a public sale, should the Administrative Collateral Agent elect so to proceed, is, in and of itself, not a commercially reasonable method of sale for the Pledged Collateral; (b) the right to assert in any action or proceeding between it and the Administrative Collateral Agent any offsets or counterclaims that it may have; (c) except as otherwise provided in this Agreement, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE COLLATERAL AGENT’S TAKING POSSESSION OR DISPOSITION OF ANY OF THE PLEDGED COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT ANY DEBTOR THE COMPANY WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE ADMINISTRATIVE COLLATERAL AGENT’S RIGHTS HEREUNDER; (d) all rights of redemption, appraisement, valuation, stay, stay and extension or moratorium; and (e) the right to invoke any law requiring marshalling of collateral and all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the enforcement of any of the rights or remedies of the Administrative Collateral Agent and the other Secured Parties under this Agreement or the absolute sale of the Pledged Collateral, now or hereafter in force under any applicable law, and the Company, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.