Common use of Notice of Acceptance and Other Waivers Clause in Contracts

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, hereby waives notice of acceptance of, or proof of reliance by the ABL Agent or any ABL Lender on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All Note Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Agent, on behalf of itself and the ABL Lenders, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Note Agent or any Noteholder Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Note Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, the ABL Agent, on behalf of itself and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional Obligations.

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations at any time made or incurred To the fullest extent permitted by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreementapplicable law, and the Note Second Lien Agent, on behalf of itself and each Second Lien Lender, hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Noteholder Secured PartiesFirst Lien Credit Agreement, or the creation or existence of any First Lien Indebtedness; (iii) notice of the amount of the First Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such Second Lien Agent's or such Second Lien Lender's risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any Additional instrument among the First Lien Loan Documents; (vi) notice of any Default or Event of Default under the First Lien Loan Documents or otherwise relating to the First Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Second Lien Agent under this Agreement) and demands to which Second Lien Agent or any Second Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, Second Lien Agent, on behalf of itself and any Additional Creditors represented therebyeach Second Lien Lender, hereby waives notice of acceptance ofthe right by statute or otherwise to require First Lien Agent, or proof of reliance by the ABL First Lien Co-Agent or any ABL holder of First Lien Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which First Lien Agent, First Lien Co-Agent, any First Lien Lender on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part holder of the ABL ObligationsFirst Lien Indebtedness has or may have against any Obligor. All Note Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Second Lien Agent, on behalf of itself and the ABL Lenderseach Second Lien Lender, and further waives any Additional Agent, on behalf defense arising by reason of itself and any Additional Creditors represented thereby, hereby waives notice disability or other defense of acceptance, any Obligor or proof of reliance, by the Note Agent or any Noteholder Secured Party of this Agreement, and notice reason of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or cessation from any part cause whatsoever of the Note Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred liability of such Obligor in reliance upon this Agreement, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, the ABL Agent, on behalf of itself and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional Obligationsrespect thereof.

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Note First Lien Term Loan Agent, on behalf of itself and the Noteholder First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, on behalf of itself and the Second Lien Term Loan Secured Parties, and any Additional Term Agent, on behalf of itself and any Additional Creditors Term Secured Parties represented thereby, hereby waives notice of acceptance of, or proof of reliance by the ABL Agent or any ABL Lender Secured Party on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment nonpayment of all or any part of the ABL Obligations. All Note First Lien Term Loan Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties, the Second Lien Term Loan Agent, on behalf of itself and the Second Lien Term Loan Secured Parties, and any Additional Term Agent, on behalf of itself and any Additional Creditors Term Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Note First Lien Term Loan Agent or any Noteholder First Lien Term Loan Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Note First Lien Term Loan Obligations. All Additional Second Lien Term Loan Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Note ABL Agent, on behalf of itself and the Noteholder ABL Secured Parties, the ABL First Lien Term Loan Agent, on behalf of itself and the First Lien Term Loan Secured Parties, and any Additional Term Agent, on behalf of itself and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors Term Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance reliance, by any Additional the Second Lien Term Loan Agent or any Additional Creditors Second Lien Term Loan Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment nonpayment of all or any part of the Second Lien Term Loan Obligations. All Additional Term Obligations at any time made or incurred by any Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the First Lien Term Loan Agent, on behalf of itself and the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, on behalf of itself and the Second Lien Term Loan Secured Parties, the ABL Agent, on behalf of itself and any ABL Secured Parties, and any other Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Term Agent or any Additional Term Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or nonpayment of all or any part of the Additional Term Obligations.

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Note [Cash Flow] Agent, on behalf of itself and the Noteholder [Cash Flow] Secured Parties, and any Additional Agent, on behalf of itself and any Additional Creditors Secured Parties represented thereby, hereby waives waive notice of acceptance of, or proof of reliance by the ABL Agent or any ABL Lender Secured Party on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All Note [Cash Flow] Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties, and any Additional Agent, on behalf of itself and any Additional Creditors Secured Parties represented thereby, hereby waives waive notice of acceptance, or proof of reliance, by the Note [Cash Flow] Agent or any Noteholder [Cash Flow] Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Note [Cash Flow] Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Note [Cash Flow] Agent, on behalf of itself and the Noteholder [Cash Flow] Secured Parties, the ABL Agent, on behalf of itself and any ABL LendersSecured Parties, and any other Additional Agent, on behalf of itself and the Additional Creditors Secured Parties represented thereby, hereby waives waive notice of acceptance, or proof of reliance by any Additional Agent or any Additional Creditors Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional Obligations.

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred To the fullest extent permitted by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreementapplicable law, and the Note Subordinated Agent, for and on behalf of itself and the Noteholder Secured Parties, and any Additional Agent, on behalf of itself and any Additional Creditors represented therebySubordinated Lenders, hereby waives waives: (i) notice of acceptance ofhereof; (ii) notice of any loans or other financial accommodations made or extended under the Senior NIA, or proof the creation or existence of reliance by any Senior Indebtedness; (iii) notice of the ABL amount of the Senior Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase the Subordinated Agent's or any Subordinated Xxxxxx's risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Senior Loan Documents; (vi) notice of any default or Event of Default under the Senior Loan Documents or otherwise relating to the Senior Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to the Subordinated Agent under this Subordination Agreement) and demands to which the Subordinated Agent or any ABL Subordinated Lender onmight otherwise be entitled. (1) To the fullest extent permitted by applicable law, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All Note Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Subordinated Agent, for and on behalf of itself and the ABL Subordinated Lenders, and any Additional waives the right by statute or otherwise to require the Senior Agent, on behalf of itself and any Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Note Agent Senior Lender or any Noteholder Secured Party holder of this AgreementSenior Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which the Senior Agent, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all any Senior Lender or any part holder of the Note ObligationsSenior Indebtedness has or may have against any Obligor. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Note The Subordinated Agent, for and on behalf of itself and the Noteholder Secured PartiesSubordinated Lenders, further waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of Senior Indebtedness has occurred (subject to the provisions of Section 5.b)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. (2) To the fullest extent permitted by applicable law, the ABL Subordinated Agent, on behalf of itself for and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors represented therebySubordinated Lenders, hereby waives: (i) any rights to assert against the Senior Agent, the Senior Lenders or any other holder of Senior Indebtedness any defense (legal or equitable), set-off, counterclaim, or claim which the Subordinated Agent or any Subordinated Lender may now or at any time hereafter have against any Obligor or any other party liable to the Senior Agent, the Senior Lenders, any other holder of Senior Indebtedness; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior Indebtedness, any Subordinated Obligations or any security for either; (iii) any defense arising by reason of any claim or defense based upon an election of remedies by the Senior Agent, the Senior Lenders or any other holder of Senior Indebtedness; and (iv) the benefit of any statute of limitations affecting the Subordinated Agent's or any Subordinated Xxxxxx's obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Indebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Subordinated Agent's or any Subordinated Xxxxxx's obligations hereunder. (3) Until such time as the Discharge of Senior Indebtedness shall have occurred, (i) the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, hereby waives notice and postpones any right of acceptancesubrogation it has or may have as against any Obligor with respect to any Senior Indebtedness; and (ii) in addition, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, hereby waives and postpones any right to proceed against any Obligor or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or proof any other suretyship rights and claims (irrespective of reliance by whether direct or indirect, liquidated or contingent), with respect to any Additional Agent or any Additional Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional ObligationsSenior Indebtedness.

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations at any time made or incurred To the fullest extent permitted by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreementapplicable law, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, Second Lien Agent hereby waives waives: (i) notice of acceptance ofhereof; (ii) notice of any loans or other financial accommodations made or extended under the First Lien Credit Agreement, or proof the creation or existence of reliance by any First Lien Indebtedness; (iii) notice of the ABL amount of the First Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such Second Lien Agent’s or any Second Lien Lenders’ risk hereunder; (v) notice of presentment for payment, demand, or protest, and notice thereof as to any instrument among the First Lien Loan Documents; (vi) notice of any Default or Event of Default (under and as defined in the First Lien Credit Agreement) or otherwise relating to the First Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Second Lien Agent under this Agreement) and demands to which Second Lien Agent or any ABL Second Lien Lender onmight otherwise be entitled. To the fullest extent permitted by applicable law, this First Lien Agent hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Second Lien Credit Agreement, or the creation or existence of any Second Lien Indebtedness; (iii) notice of the amount of the Second Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such First Lien Agent’s or any First Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, or protest, and notice thereof as to any instrument among the Second Lien Loan Documents; (vi) notice of any Default or Event of Default (under and as defined in the existence, increase, renewal, extension, accrual, creation, Second Lien Credit Agreement) or non-payment of otherwise relating to the Second Lien Indebtedness; and (vii) all or any part of the ABL Obligations. All Note Obligations at any time made or incurred by any Borrower or any Guarantor shall other notices (except if such notice is specifically required to be deemed given to have been made or incurred in reliance upon First Lien Agent under this Agreement, ) and the ABL Agent, on behalf of itself and the ABL Lenders, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Note demands to which First Lien Agent or any Noteholder Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Note Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor shall might otherwise be deemed to have been made or incurred in reliance upon this Agreement, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, the ABL Agent, on behalf of itself and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional Obligationsentitled.

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations at To the fullest extent permitted by applicable law, Holdings Agent, each Holdings Lender hereby waives: (i) notice of acceptance hereof; (ii) notice of any time loans or other financial accommodations made or incurred by extended under the Aimco Credit Agreement, or the creation or existence of any Borrower Aimco Lien Indebtedness; (iii) notice of the amount of the Aimco Lien Indebtedness; (iv) notice of any adverse change in the financial condition of either Obligor or of any other fact that might increase Holdings Agent’s or any Guarantor shall Holdings Lender’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Aimco Loan Documents; (vi) notice of any Default or Event of Default under the Aimco Loan Documents or otherwise relating to the Aimco Lien Indebtedness; (vii) all other notices (except if such notice is specifically required to be deemed given to have been made or incurred in reliance upon Holdings Agent under this Agreement) and demands to which Holdings Agent and each Holdings Lender might otherwise be entitled, (viii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Aimco Lien Indebtedness or any security therefor; and (ix) the Note benefit of any statute of limitations affecting Holdings Agent, on behalf of itself and ’s or any Holdings Lenders’ obligations hereunder or the Noteholder Secured Partiesenforcement thereof, and any Additional Agent, on behalf act which shall defer or delay the operation of itself and any Additional Creditors represented thereby, hereby waives notice statute of acceptance of, limitations applicable to the Aimco Lien Indebtedness shall similarly operate to defer or proof delay the operation of reliance by the ABL such statute of limitations applicable to Holdings Agent or any ABL Lender on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All Note Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Agent, on behalf of itself and the ABL Lenders, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Note Agent or any Noteholder Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Note Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, the ABL Agent, on behalf of itself and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional ObligationsHoldings Lender’s obligations hereunder.

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred To the fullest extent permitted by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreementapplicable law, and the Note each Subordinated Agent, for and on behalf of itself and the Noteholder Secured Parties, and any Additional Agent, on behalf of itself and any Additional Creditors represented therebySubordinated Lenders, hereby waives waives: (i) notice of acceptance ofhereof; (ii) notice of any loans or other financial accommodations made or extended under the Senior NIA, or proof the creation or existence of reliance by any Senior Indebtedness; (iii) notice of the ABL amount of the Senior Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase any Subordinated Agent’s or any Subordinated Xxxxxx’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Senior Loan Documents; (vi) notice of any default or Event of Default under the Senior Loan Documents or otherwise relating to the Senior Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to any Subordinated Agent under this Subordination Agreement) and demands to which any Subordinated Agent or any ABL Subordinated Lender onmight otherwise be entitled. (1) To the fullest extent permitted by applicable law, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All Note Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL each Subordinated Agent, for and on behalf of itself and the ABL Subordinated Lenders, and any Additional waives the right by statute or otherwise to require the Senior Agent, on behalf of itself and any Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Note Agent Senior Lender or any Noteholder Secured Party holder of this AgreementSenior Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which the Senior Agent, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all any Senior Lender or any part holder of the Note ObligationsSenior Indebtedness has or may have against any Obligor. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Note Each Subordinated Agent, for and on behalf of itself and the Noteholder Secured Parties, the ABL Agent, on behalf of itself and any ABL Subordinated Lenders, and further waives any defense arising by reason of any disability or other Additional Agent, on behalf defense (other than the defense that the Discharge of itself and Senior Indebtedness has occurred (subject to the Additional Creditors represented thereby, hereby waives notice provisions of acceptance, Section 5.b)) of any Obligor or proof of reliance by any Additional Agent or any Additional Creditors of this Agreement, and notice reason of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or cessation from any part cause whatsoever of the Additional Obligationsliability of such Obligor in respect thereof.

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations at any time made or incurred To the fullest extent permitted by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreementapplicable law, and the Note each Junior Lien Agent, on behalf of itself and each Junior Lien Lender for which it is agent, hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Noteholder Secured PartiesFirst Lien Credit Agreement, or the creation or existence of any First Lien Indebtedness; (iii) notice of the amount of the First Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such Junior Lien Agent’s or any Junior Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any Additional instrument among the First Lien Loan Documents; (vi) notice of any Default or Event of Default under the First Lien Loan Documents or otherwise relating to the First Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to such Junior Lien Agent under this Agreement) and demands to which such Junior Lien Agent or any such Junior Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, each Junior Lien Agent, on behalf of itself and any Additional Creditors represented therebyeach Junior Lien Lender for which it is agent, hereby waives notice of acceptance ofthe right by statute or otherwise to require First Lien Agent, or proof of reliance by the ABL First Lien Co-Agent or any ABL holder of First Lien Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which First Lien Agent, First Lien Co-Agent, any First Lien Lender on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part holder of the ABL ObligationsFirst Lien Indebtedness has or may have against any Obligor. All Note Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Each Junior Lien Agent, on behalf of itself and the ABL Lenderseach Junior Lien Lender for which it is agent, and further waives any Additional Agent, on behalf defense arising by reason of itself and any Additional Creditors represented thereby, hereby waives notice disability or other defense of acceptance, any Obligor or proof of reliance, by the Note Agent or any Noteholder Secured Party of this Agreement, and notice reason of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or cessation from any part cause whatsoever of the Note Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred liability of such Obligor in reliance upon this Agreement, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, the ABL Agent, on behalf of itself and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional Obligationsrespect thereof.

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations at any time made or incurred To the fullest extent permitted by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreementapplicable law, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, Second Lien Agent hereby waives waives: (i) notice of acceptance ofhereof; (ii) notice of any loans or other financial accommodations made or extended under the First Lien Credit Agreement, or proof the creation or existence of reliance by any of the ABL First Lien Indebtedness; (iii) notice of the amount of the First Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase the Second Lien Agent’s or any Second Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, or protest, and notice thereof as to any instrument among the First Lien Loan Documents; (vi) notice of any Default or Event of Default (under and as defined in the First Lien Credit Agreement) or otherwise relating to the First Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to the Second Lien Agent under this Agreement) and demands to which the Second Lien Agent or any ABL Second Lien Lender onmight otherwise be entitled. To the fullest extent permitted by applicable law, this the First Lien Agent hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Second Lien Credit Agreement, or the creation or existence of any of the Second Lien Indebtedness; (iii) notice of the amount of the Second Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase the First Lien Agent’s or any First Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, or protest, and notice thereof as to any instrument among the Second Lien Loan Documents; (vi) notice of any Default or Event of Default (under and as defined in the existence, increase, renewal, extension, accrual, creation, Second Lien Credit Agreement) or non-payment of otherwise relating to the Second Lien Indebtedness; and (vii) all or any part of other notices (except if such notice is specifically required to be given to the ABL Obligations. All Note Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon First Lien Agent under this Agreement, ) and demands to which the ABL Agent, on behalf of itself and the ABL Lenders, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Note First Lien Agent or any Noteholder Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Note Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor shall might otherwise be deemed to have been made or incurred in reliance upon this Agreement, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, the ABL Agent, on behalf of itself and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional Obligationsentitled.

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations at any time made or incurred To the fullest extent permitted by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreementapplicable law, and the Note Junior Lien Agent, on behalf of itself and each Junior Lien Lender, hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Noteholder Senior Secured PartiesCredit Agreement, or the creation or existence of any Senior Lien Indebtedness; (iii) notice of the amount of the Senior Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such Junior Lien Agent’s or such Junior Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any Additional instrument among the Senior Lien Loan Documents; (vi) notice of any Default or Event of Default under the Senior Lien Loan Documents or otherwise relating to the Senior Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Junior Lien Agent under this Agreement) and demands to which Junior Lien Agent or any Junior Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, Junior Lien Agent, on behalf of itself and any Additional Creditors represented therebyeach Junior Lien Lender, hereby waives notice of acceptance of, the right by statute or proof of reliance by the ABL otherwise to require Senior Lien Agent or any ABL holder of Senior Lien Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which Senior Lien Agent, any Senior Lien Lender on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part holder of the ABL ObligationsSenior Lien Indebtedness has or may have against any Obligor. All Note Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Junior Lien Agent, on behalf of itself and the ABL Lenderseach Junior Lien Lender, and further waives any Additional Agent, on behalf defense arising by reason of itself and any Additional Creditors represented thereby, hereby waives notice disability or other defense of acceptance, any Obligor or proof of reliance, by the Note Agent or any Noteholder Secured Party of this Agreement, and notice reason of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or cessation from any part cause whatsoever of the Note Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred liability of such Obligor in reliance upon this Agreement, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, the ABL Agent, on behalf of itself and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional Obligationsrespect thereof.