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

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured Obligations at any time made or incurred by Borrower, any of its Subsidiaries or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by the Lender of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Agreement Secured Obligations. Neither the Lender nor any of its affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Lender honors (or fails to honor) a request by the Borrower for an extension of credit pursuant to the Loan Agreement or any of the Lender Loan Documents, whether Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender otherwise should exercise any of its contractual rights or remedies under the Lender Loan Documents (subject to the express terms and conditions hereof), Lender shall not have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender will be entitled to manage and supervise its loans and extensions of credit under the Loan Agreement and other Lender Loan Documents as the Lender may, in its sole discretion, deem appropriate, and the Lender may manage its loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that the Lender shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of applicable law.

Notice of Acceptance and Other Waivers. (a) All Loan Credit Agreement Secured Obligations at any time made or incurred by Borrower, any of its Subsidiaries Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, and XX Xxxx'x Agent, on behalf of itself and the XX Xxxx'x Lenders, hereby waives waive (i) notice of acceptance, or proof of reliance, by the Lender Senior Agent of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Credit Agreement Secured Obligations. Neither the Lender Senior Agent, nor any Senior Lender, nor any of its their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Lender Senior Agent honors (or fails to honor) a request by the a Borrower for an extension of credit pursuant to the Loan Credit Agreement or any of the Lender Senior Loan Documents, whether Lender Senior Agent has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender Senior Agent otherwise should exercise any of its contractual rights or remedies under the Lender Senior Loan Documents (subject to the express terms and conditions hereof), Lender Senior Agent shall not have any liability whatsoever to the XX Xxxx'x Agent, any XX Xxxx'x Lender, the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender Senior Agent will be entitled to manage and supervise its loans and extensions of credit under the Loan Credit Agreement and other Lender Senior Loan Documents as the Lender Senior Agent may, in its sole discretion, deem appropriate, and the Lender Senior Agent may manage its loans and extensions of credit without regard to any rights or interests that the XX Xxxx'x Agent, any XX Xxxx'x Lender, the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees and the XX Xxxx'x Agent, on behalf of itself and the XX Xxxx'x Lenders, agree that the Lender Senior Agent shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Senior Loan Documents conducted in accordance with mandatory provisions of applicable law.

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured Obligations at any time made or incurred by Borrower, any of its Subsidiaries or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by the Lender of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Agreement Secured Obligations. Neither the Lender nor any of its affiliatesAffiliates, directors, officers, employees, attorneys or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Lender honors (or fails to honor) a request by the Borrower any Credit Party for an extension of credit pursuant to the Loan Agreement or any of the Lender Loan Documents, whether the Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Noteholder Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the Lender otherwise should exercise any of its contractual rights or remedies under the Lender Loan Documents (subject to the express terms and conditions hereof), the Lender shall not have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Collateral Agent on behalf of itself and the Noteholders, acknowledges and agrees that the Lender has made no express or implied representations or warranty, including without limitation, with respect to the execution, validity, legality, completeness, collectability or enforceability of any Loan Documents. The Lender will be entitled to manage and supervise its loans and extensions of credit under the Loan Agreement and other Lender Loan Documents as the Lender may, in its sole discretion, deem appropriate, and the Lender may manage its loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that the Lender shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of applicable law. The Lender shall not have any duty to the Collateral Agent, the Trustee or any Noteholder to act or refrain from acting in any manner which allows or results in the occurrence or continuance of an event of default or default under any agreement with any Credit Party regardless of any knowledge thereof which Lender may have or be charged.

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured Obligations at any time made or incurred by Borrower, any of its Subsidiaries or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by the Agent or any Lender of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Agreement Secured Obligations. Neither None of the Agent, any Lender nor or any of its their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Agent or any Lender honors (or fails to honor) a request by the Borrower any Credit Party for an extension of credit pursuant to the Loan Agreement or any of the Lender Loan Documents, whether the Agent or any Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Noteholder Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender the Agent (or any Lender) otherwise should exercise any of its contractual rights or remedies under the Lender Loan Documents (subject to the express terms and conditions hereof), neither the Agent nor any Lender shall not have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Collateral Agent on behalf of itself and the Noteholders, acknowledges and agrees that the Agent and the Lenders have made no express or implied representations or warranty, including without limitation, with respect to the execution, validity, legality, completeness, collectability or enforceability of any Lender Loan Documents. The Agent and the Lenders will be entitled to manage and supervise its their loans and extensions of credit under the Loan Agreement and other Lender Loan Documents as the Lender Agent and the Lenders may, in its their sole discretion, deem appropriate, and the Lender Agent and the Lenders may manage its their loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that the Lender Agent and the Lenders shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of applicable law. Neither the Agent nor any Lender shall have any duty to the Collateral Agent, the Trustee or any Noteholder to act or refrain from acting in any manner which allows or results in the occurrence or continuance of an event of default or default under any agreement with any Credit Party regardless of any knowledge thereof which Agent or any Lender may have or be charged with.

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured Obligations at any time made or incurred by Borrower, any Borrower or any of its Subsidiaries or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by the Agent or any Lender of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Agreement Secured Obligations. Neither None of the Lender nor Agent, the Lenders, or any of its their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Agent or any Lender honors (or fails to honor) a request by the any Borrower for an extension of credit pursuant to the Loan Agreement or any of the Lender Loan Documents, whether Agent or such Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Agent or any Lender otherwise should take or fail to take any action under or exercise any of its contractual rights or remedies under the Lender Loan Documents (subject to the express terms and conditions hereof), neither the Agent nor any Lender shall not have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender Agent and the Lenders will be entitled to manage and supervise its loans and extensions of credit under the Loan Agreement and other Lender Loan Documents as the Lender Agent and Lenders may, in its their sole discretion, deem appropriate, and the Lender Agent and the Lenders may manage its their loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that neither the Agent nor any Lender shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of applicable law.

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured Obligations at any time made or incurred by Borrower, any of its Subsidiaries or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by the Lender of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Agreement Secured Obligations. Neither the Lender nor any of its affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Lender honors (or fails to honor) a request by the Borrower any Credit Party for an extension of credit pursuant to the Loan Agreement or any of the Lender Loan Documents, whether Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender otherwise should exercise any of its contractual rights or remedies under the Lender Loan Documents (subject to the express terms and conditions hereof), Lender shall not have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender will be entitled to manage and supervise its loans and extensions of credit under the Loan Agreement and other Lender Loan Documents as the Lender may, in its sole discretion, deem appropriate, and the Lender may manage its loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that the Lender shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of applicable law.

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured Senior Priority Obligations at any time made or incurred by Borrower, any of its Subsidiaries or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral each Junior Priority Agent, for and on behalf of itself, the Trustee, itself and the NoteholdersJunior Priority Secured Parties represented thereby, hereby waives (i) notice of acceptanceacceptance of, or proof of reliancereliance by any Senior Priority Secured Party on, by the Lender of this Agreement, and (ii) notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Agreement Secured Senior Priority Obligations. Neither None of the Lender nor Senior Priority Agents, the Senior Priority Creditors or any of its affiliatestheir respective Affiliates, or any of the respective directors, officers, employees, or agents of any of the foregoing, shall be liable for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the Lender any Senior Priority Agent or Senior Priority Creditor honors (or fails to honor) a request by the any Borrower for an extension of credit pursuant to the Loan any Senior Priority Credit Agreement or any of the Lender Loan Documentsother Senior Priority Document, whether Lender or not such Senior Priority Agent or Senior Priority Creditor has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture any Junior Priority Credit Agreement or any Indenture Loan other Junior Priority Document (but not a default under this Agreement) or would constitute an act, condition, condition or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender any Senior Priority Agent or Senior Priority Creditor otherwise should exercise any of its contractual rights or remedies under the Lender Loan any Senior Priority Documents (subject to the express terms and conditions hereof), Lender no Senior Priority Agent or Senior Priority Creditor shall not have any liability whatsoever to the Collateral Agent, the Trustee any Junior Priority Agent or any Noteholder Junior Priority Creditor as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender will Each Senior Priority Secured Party shall be entitled to manage and supervise its loans and extensions of credit under the Loan relevant Senior Priority Credit Agreement and other Lender Loan Senior Priority Documents as the Lender it may, in its sole discretion, deem appropriate, and the Lender may manage its loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, Junior Priority Agents or any of the Noteholders Other Junior Priority Secured Parties have in the Collateral or otherwise Collateral, except as otherwise expressly set forth in this Agreement. The Collateral Each Junior Priority Agent, for and on behalf of itself, the Trustee, itself and the NoteholdersJunior Priority Secured Parties represented thereby, agrees that the Lender no Senior Priority Agent or Senior Priority Creditor shall not incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral, all or any part thereof, portion of the Collateral or Proceeds thereof pursuant to the Lender Loan Documents Senior Priority Documents, in each case so long as such disposition is conducted in accordance with mandatory provisions of applicable lawlaw and does not breach the provisions of this Agreement.

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured Priority Obligations at any time made or incurred by Borrower, any Borrower or any of its Subsidiaries or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by the Agent or any Lender of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Agreement Secured Priority Obligations. Neither None of the Lender nor Agent, the Lenders, or any of its their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Agent or any Lender honors (or fails to honor) a request by the any Borrower for an extension of credit pursuant to the Loan Agreement or any of the Lender Loan Documents, whether Agent or such Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Agent or any Lender otherwise should take or fail to take any action under or exercise any of its contractual rights or remedies under the Lender Loan Documents (subject to the express terms and conditions hereof), neither the Agent nor any Lender shall not have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender Agent and the Lenders will be entitled to manage and supervise its loans and extensions of credit under the Loan Agreement and other Lender Loan Documents as the Lender Agent and Lenders may, in its their sole discretion, deem appropriate, and the Lender Agent and the Lenders may manage its their loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that neither the Agent nor any Lender shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of applicable law.

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured Senior Lien Obligations at any time made or incurred by Borrower, any of its Subsidiaries the Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Junior Lien Agent, on behalf of itself, the Trustee, itself and the NoteholdersJunior Lien Secured Parties, hereby waives (i) notice of acceptance, or proof of reliance, by the Lender Senior Lien Agent or any Senior Lien Secured Party of this Agreement, and (ii) notice of the existence, increase, renewal, extension, accrual, creation, creation or non-payment of all or any part of the Loan Agreement Secured Senior Lien Obligations. Neither All Junior Lien Obligations at any time made or incurred by the Lender nor Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Senior Lien Agent, on behalf of itself and the Senior Lien Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the Junior Lien Agent or any Junior Lien 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 Junior Lien Obligations. None of the Senior Lien Agent, any Senior Lien Secured Party or any of its affiliatestheir respective Affiliates, directors, officers, employees, employees or agents shall be liable for failure to demand, collect, collect or realize upon any of the Collateral or any Proceeds, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the Lender Senior Lien Agent or any Senior Lien Secured Party honors (or fails to honor) a request by the Borrower for an extension of credit pursuant to the Loan any Senior Lien Credit Agreement or any of the Lender Loan other Senior Lien Documents, whether Lender the Senior Lien Agent or any Senior Lien Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture any Junior Lien Credit Agreement or any Indenture Loan other Junior Lien Document or an act, condition or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the Senior Lien Agent or any Senior Lien Secured Party otherwise should exercise any of its contractual rights or remedies under any Senior Lien Documents (subject to the express terms and conditions hereof), neither the Senior Lien Agent nor any Senior Lien Secured Party shall have any liability whatsoever to the Junior Lien Agent or any Junior Lien Secured Party as a result of such action, omission or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Senior Lien Agent and the other Senior Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any Senior Lien Credit Agreement and any of the other Senior Lien Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the Junior Lien Agent or any of the Junior Lien Secured Parties have in the Collateral, except as otherwise expressly set forth in this Agreement. The Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties, agrees that neither the Senior Lien Agent nor any Senior Lien Secured Party shall incur any liability as a result of a sale, lease, license, application or other disposition of all or any portion of the Collateral or Proceeds thereof, pursuant to the Senior Lien Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. If the Junior Lien Agent or any Junior Lien Secured Party honors (or fails to honor) a request by the Borrower for an extension of credit pursuant to any Junior Lien Credit Agreement or any of the other Junior Lien Documents, whether the Junior Lien Agent or any Junior Lien Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any Senior Lien Credit Agreement or any other Senior Lien Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender the Junior Lien Agent or any Junior Lien Secured Party otherwise should exercise any of its contractual rights or remedies under the Lender Loan Junior Lien Documents (subject to the express terms and conditions hereof), Lender neither the Junior Lien Agent nor any Junior Lien Secured Party shall not have any liability whatsoever to the Collateral Agent, the Trustee Senior Lien Agent or any Noteholder Senior Lien Secured Party as a result of such action, omission, omission or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender will Junior Lien Agent and the other Junior Lien Secured Parties shall be entitled to manage and supervise its their loans and extensions of credit under the Loan Agreement and other Lender Loan Junior Lien Documents as the Lender they may, in its their sole discretion, deem appropriate, and the Lender may manage its their loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, Senior Lien Agent or any of the Noteholders have Senior Lien Secured Party has in the Collateral or otherwise Collateral, except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that the Lender shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of applicable law.

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured Senior Priority Obligations at any time made or incurred by Borrower, any of its Subsidiaries or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral each Junior Priority Agent, for and on behalf of itself, the Trustee, itself and the NoteholdersJunior Priority Creditors represented thereby, hereby waives (i) notice of acceptanceacceptance of, or proof of reliancereliance by any Senior Priority Agent or any Senior Priority Creditors on, by the Lender of this Agreement, and (ii) notice of the existence, increase, renewal, extension, accrual, creation, or non-payment nonpayment of all or any part of the Loan Agreement Secured Senior Priority Obligations. Neither (b) None of the Lender nor Senior Priority Agents (including any Senior Priority Agent in its capacity as Senior Priority Representative, if applicable), the Senior Priority Creditors, or any of its affiliatestheir respective Affiliates, or any of the respective directors, officers, employees, or agents of any of the foregoing, shall be liable for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement and the Base Intercreditor Agreement. If the Lender any Senior Priority Agent or Senior Priority Creditor honors (or fails to honor) a request by the any relevant Borrower for an extension of credit pursuant to the Loan Agreement any Senior Priority Credit Facility or any of the Lender Loan Documentsother Senior Priority Document, whether Lender or not such Senior Priority Agent or Senior Priority Creditor has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture any Junior Priority Credit Facility or any Indenture Loan other Junior Priority Document (but not a default under this Agreement) or would constitute an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender any Senior Priority Agent or Senior Priority Creditor otherwise should exercise any of its contractual rights or remedies under the Lender Loan any Senior Priority Documents (subject to the express terms and conditions hereof), Lender no Senior Priority Agent or Senior Priority Creditor shall not have any liability whatsoever to the Collateral Agent, the Trustee any Junior Priority Agent or any Noteholder Junior Priority Creditor as a result of such action, omission, or exercise (exercise, in each case so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender will Each Senior Priority Secured Party shall be entitled to manage and supervise its loans and extensions of credit under the Loan Agreement relevant Senior Priority Credit Facility and other Lender Loan Senior Priority Documents as the Lender it may, in its sole discretion, deem appropriate, and the Lender may manage its loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, Junior Priority Agents or any of the Noteholders Junior Priority Creditors have in the Collateral or otherwise Collateral, except as otherwise expressly set forth in this Agreement. The Collateral Each Junior Priority Agent, on behalf of itself, the Trustee, itself and the NoteholdersJunior Priority Creditors represented thereby, agrees that the Lender no Senior Priority Agent or Senior Priority Creditor shall not incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral, all or any part thereof, portion of the Collateral or Proceeds thereof pursuant to the Lender Loan Documents Senior Priority Documents, in each case so long as such -40- disposition is conducted in accordance with mandatory provisions of applicable law.law and does not breach the provisions of this Agreement. Section 5.2

Notice of Acceptance and Other Waivers. (a) All Loan Agreement Secured ABL Obligations at any time made or incurred by Borrower, any of its Subsidiaries Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Term Agent, on behalf of itself, the Trustee, itself and the NoteholdersTerm Secured Parties, hereby waives (i) notice of acceptance, or proof of reliance, reliance by the Lender ABL Agent or any ABL Secured Party of this Agreement, Agreement and (ii) notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Agreement Secured ABL Obligations. Neither All Term 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 Lender nor ABL Agent, on behalf of itself and the ABL Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the Term Agent or any Term 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 Term Obligations. (b) None of the ABL Agent, any ABL Secured Party, or any of its affiliatestheir respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the Lender ABL Agent or any ABL Secured Party honors (or fails to honor) a request by the any Borrower for an extension of credit pursuant to the Loan any ABL Credit Agreement or any of the Lender Loan other ABL Documents, whether Lender has the ABL Agent or any ABL Secured Party have knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture any Term Loan Agreement or any Indenture Loan other Term Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender the ABL Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under the Lender Loan any ABL Documents (subject to the express terms and conditions hereof), Lender neither the ABL Agent nor any ABL Secured Party shall not have any liability whatsoever to the Collateral Agent, the Trustee Term Agent or any Noteholder Term Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender will ABL Agent and the ABL Secured Parties shall be entitled to manage and supervise its their loans and extensions of credit under the Loan any ABL Credit Agreement and any of the other Lender Loan ABL Documents as the Lender they may, in its their sole discretion, deem appropriate, and the Lender may manage its their loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, Term Agent or any of the Noteholders Term Secured Parties have in the Collateral or otherwise Collateral, except as otherwise expressly set forth in this Agreement. The Collateral Term Agent, on behalf of itself, the Trustee, itself and the NoteholdersTerm Secured Parties, agrees that neither the Lender ABL Agent nor any ABL Secured Party shall not incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral, all or any part portion of the Collateral or Proceeds thereof, pursuant to the Lender Loan Documents ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law.law and does not breach the provisions of this Agreement. 27 (c) None of the Term Agent, any Term Secured Party or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the Term Agent or any Term Lender honors (or fails to honor) a request by the Term Borrower for an extension of credit pursuant to the Term Loan Agreement or any of the other Term Documents, whether such Term Agent or any Term Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the ABL Credit Agreement or any other ABL Document, or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute a default under any Term Document, or if the Term Agent or any Term Secured Party otherwise should exercise any of its contractual rights or remedies under the Term Documents (subject to the express terms and conditions hereof), neither the Term Agent nor any Term Secured Party shall have any liability whatsoever to the ABL Agent or any ABL Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Term Agent and the Term Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under the Term Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the ABL Agent or any ABL Secured Party has in the Collateral, except as otherwise expressly set forth in this Agreement. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that none of the Term Agent or the Term Secured Parties shall incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the Term Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. Section 5.2

Notice of Acceptance and Other Waivers. (a) All Loan Credit Agreement Secured Obligations at any time made or incurred by BorrowerParent, any of its Subsidiaries Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by the Lender Senior Agent of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Credit Agreement Secured Obligations. Neither the Lender Senior Agent, nor any Senior Lender, nor any of its their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so (other than in the case of gross negligence or willful misconduct on the part of the Senior Agent or such Senior Lender, as determined by a court of competent jurisdiction) or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Lender Senior Agent honors (or fails to honor) a request by the a Borrower for an extension of credit pursuant to the Loan Credit Agreement or any of the Lender Loan Senior Credit Documents, whether Lender the Senior Agent has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Document Agreement or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender the Senior Agent otherwise should exercise any of its contractual rights or remedies under the Lender Loan Senior Credit Documents (subject to the express terms and conditions hereof), Lender the Senior Agent shall not have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender Senior Agent will be entitled to manage and supervise its loans and extensions of credit under the Loan Credit Agreement and other Lender Loan Senior Credit Documents as the Lender Senior Agent may, in its sole discretion, deem appropriate, and the Lender Senior Agent may manage its loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that the Lender Senior Agent shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Senior Credit Documents conducted in accordance with mandatory provisions of applicable law.

Notice of Acceptance and Other Waivers. (a) All Loan Credit Agreement Secured Obligations at any time made or incurred by Borrower, any of its Subsidiaries Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by the Lender Senior Agent of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Loan Credit Agreement Secured Obligations. Neither the Lender Senior Agent, nor any Senior Lender, nor any of its their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Lender Senior Agent honors (or fails to honor) a request by the a Borrower for an extension of credit pursuant to the Loan Credit Agreement or any of the Lender Senior Loan Documents, whether Lender Senior Agent has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any Indenture Loan Document or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Lender Senior Agent otherwise should exercise any of its contractual rights or remedies under the Lender Senior Loan Documents (subject to the express terms and conditions hereof), Lender Senior Agent shall not have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Lender Senior Agent will be entitled to manage and supervise its loans and extensions of credit under the Loan Credit Agreement and other Lender Senior Loan Documents as the Lender Senior Agent may, in its sole discretion, deem appropriate, and the Lender Senior Agent may manage its loans and extensions of credit without regard to any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that the Lender Senior Agent shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Senior Loan Documents conducted in accordance with mandatory provisions of applicable law.