Common use of No Waiver of Lien Priorities Clause in Contracts

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders or the other Note Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents or any of the Note Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agents, the other ABL Claimholders and the other Note Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the AgentsUS Revolving Credit Collateral Agent, the other ABL Claimholders Revolving Credit Claimholders, the Notes Collateral Agent or the other Note Notes Claimholders to enforce any provision of this Agreement Agreement, any Revolving Credit Document or any ABL Loan Document or Note Notes Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agentsany Agent, ABL Claimholders any Revolving Credit Claimholder or Note Claimholders any Notes Claimholders, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Revolving Credit Documents or any of the Note Notes Documents, regardless of any knowledge thereof which the Agents US Revolving Credit Collateral Agent, the Notes Collateral Agent, the Revolving Credit Claimholders or the ABL Claimholders or Note Notes Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Revolving Credit Documents and Note the Notes Documents and subject to the provisions of Sections Section 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the AgentsUS Revolving Credit Collateral Agent, the other ABL Claimholders Revolving Credit Claimholders, the Notes Collateral Agent and the other Note Notes Claimholders may, at any time and from time to time in accordance with the ABL Loan Revolving Credit Documents and Note the Notes Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder Revolving Credit Claimholders or the Note Notes Claimholders (as applicablethe case may be), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i1) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents US Revolving Credit Collateral Agent or the Notes Collateral Agent or any rights or remedies under any of the ABL Loan Revolving Credit Documents or the Note Notes Documents; provided that any such increase in the Revolving Credit Obligations shall not (subject to the provisions of Section 6.1) increase the sum of the Loans (as defined in the Revolving Credit Agreement) constituting principal under the Revolving Credit Agreement and the face amount of any letters of credit issued under the Revolving Credit Agreement and not reimbursed to an amount in excess of the Revolving Credit Cap Amount; (ii2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii3) settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv4) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor. (c) Except as otherwise provided herein, the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, agrees that the Revolving Credit Claimholders and the US Revolving Credit Collateral Agent shall have no liability to the Notes Collateral Agent or any Notes Claimholder, and the Notes Collateral Agent, on behalf of itself and the Notes Lenders, hereby waives any claim against any Revolving Credit Claimholder or the US Revolving Credit Collateral Agent, arising out of any and all actions which the Revolving Credit Claimholders or the US Revolving Credit Collateral Agent may take or permit or omit to take with respect to: (1) the Revolving Credit Documents; (2) the collection of the Revolving Credit Obligations; or (3) the foreclosure upon, or sale, liquidation or other disposition of, any Revolving Credit Primary Collateral. The Notes Collateral Agent, on behalf of itself and the Notes Claimholders, agrees that the Revolving Credit Claimholders and the US Revolving Credit Collateral Agent have no duty to them in respect of the maintenance or preservation of the Revolving Credit Primary Collateral, the Revolving Credit Obligations or otherwise. (d) Until the Discharge of Revolving Credit Obligations, the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Revolving Credit Primary Collateral or any other similar rights a junior secured creditor may have under applicable law with respect to the Revolving Credit Primary Collateral.

No Waiver of Lien Priorities. (a) No right of the AgentsFirst Lien Collateral Agents or any other First Lien Claimholders, the other ABL Claimholders or the other Note Claimholders any of them, to enforce any provision of this Agreement or of any ABL Loan Document or Note First Lien Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor Obligor or by any act or failure to act by such Agentsany First Lien Collateral Agent or any other First Lien Claimholder, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan First Lien Documents or any of the Note Second Lien Documents, regardless of any knowledge thereof which the First Lien Collateral Agents or the ABL Claimholders or Note other First Lien Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (a) (but subject to the rights of the Grantors First Lien Obligors under the ABL Loan Documents and Note First Lien Documents and subject to the provisions of Sections Section 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agents, the other ABL Claimholders First Lien Collateral Agents and the other Note Claimholders mayFirst Lien Claimholders, or any of them, may at any time and from time to time in accordance with the ABL Loan Documents and Note First Lien Documents and/or applicable law, without the consent of, or notice to, the other any Second Lien Collateral Agent or the ABL Claimholder or the Note Claimholders (as applicable)any other Second Lien Claimholders, without incurring any liabilities to such Persons any Second Lien Collateral Agent or any other Second Lien Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any Second Lien Collateral Agent or any other Second Lien Claimholders is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders or the other Note Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents or any of the Note Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agents, the other ABL Claimholders and the other Note Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Documents; (ii) sell, exchange, releaserelease (subject to the terms of this Agreement), surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the AgentsSenior Lenders, the other ABL Claimholders Agents or the other Note Claimholders any of them to enforce any provision of this Agreement or any ABL Loan Document or Note Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor Obligor or by any act or failure to act by such Agentsany Senior Lender or either Agent, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Senior Lender Documents or any of the Note Noteholder Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note ClaimholdersSenior Lenders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors Obligors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)Senior Lender Documents), the AgentsSenior Lenders, the other ABL Claimholders and the other Note Claimholders Agents or any of one or more of them may, at any time and from time to time in accordance with the ABL Loan Documents and Note Documents and/or applicable lawtime, without the consent of, or notice to, the other Agent Trustee or the ABL Claimholder or the Note Claimholders (as applicable)any Noteholder, without incurring any liabilities to such Persons the Trustee or any Noteholder and without impairing or releasing the Lien lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Trustee or any Noteholder is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, amend, increase or alter, the terms of any of the Obligations Senior Lender Debt or any Lien in any Senior Lender Collateral or guaranty thereof or any liability of any Grantor, Obligor or any liability incurred directly other Person to any of the Senior Lenders or indirectly in respect thereof either Agent (including including, without limitation, any increase in or extension of any of the ObligationsSenior Lender Debt, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Senior Lender Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Senior Lender Collateral (except to the extent provided in this Agreement) or any liability of any Grantor Obligor or any other Person to any of the Senior Lenders or either Agent, or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation Senior Lender Debt or any other liability of any Grantor Obligor or any security other Person or any Lien therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, any of the Senior Lender Debt) in any manner or order that is not inconsistent with the terms of this Agreementorder; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor Obligor or any other PersonPerson or any Senior Lender Collateral or any Lien therefor, elect any remedy and otherwise deal freely with any GrantorObligor or any other Person or any Senior Lender Collateral or any Lien therefor. (c) The Trustee, on behalf of itself and the Noteholders, also agrees that the Senior Lenders and the Agents shall have no liability to the Trustee or any Noteholder, and the Trustee, on behalf of itself and the Noteholders, hereby waives any claim against any Senior Lender or either Agent, arising out of any and all actions which any of the Senior Lenders or either Agent may take or permit or omit to take with respect to: (i) any of the Senior Lender Documents, (ii) the collection of any of the Senior Lender Debt or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any of the Senior Lender Collateral. The Trustee, on behalf of itself and the Noteholders, agrees that the Senior Lenders and the Agents have no duty to them in respect of the maintenance or preservation of the Senior Lender Collateral, the Senior Lender Debt or otherwise. (d) The Trustee, on behalf of itself and the Noteholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders Agents or the other Note Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Term Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders Agents or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents or any of the Note Term Loan Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note the Term Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note the Term Loan Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, except as applicable, 5.3(d)otherwise expressly provided in this Agreement), the Agents, the other ABL Claimholders Agents and the other Note Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note the Term Loan Documents and/or applicable law, without the consent of, or notice to, the any other Agent or the ABL any other Claimholder or the Note Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Term Loan Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor therefore or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the AgentsFirst Lien Secured Parties, the other ABL Claimholders First Lien Administrative Agent or the other Note Claimholders any of them to enforce any provision of this Agreement or Agreement, any ABL First Lien Loan Document or Note Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Borrower or any other Grantor or by any act or failure to act by such Agentsany First Lien Secured Party or the First Lien Administrative Agent, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL First Lien Loan Documents or any of the Note Second Lien Loan Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholdersany First Lien Secured Party, any First Lien Administrative Agent, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Borrower and the other Grantors under the ABL First Lien Loan Documents and Note Documents and subject to the provisions of Sections Section 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the AgentsFirst Lien Secured Parties, the other ABL Claimholders First Lien Administrative Agent and the other Note Claimholders any of them may, at any time and from time to time in accordance with the ABL First Lien Loan Documents and Note Documents and/or or applicable law, without the consent of, or notice to, the other Second Lien Administrative Agent or the ABL Claimholder or the Note Claimholders (as applicable)any Second Lien Secured Parties, without incurring any liabilities to such Persons the Second Lien Administrative Agent or any Second Lien Secured Parties and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Administrative Agent or any Second Lien Secured Parties is affected, impaired or extinguished thereby) do any one or more of the following: (i) make loans and advances to any Grantor or issue, guaranty or obtain letters of credit for account of any Grantor or otherwise extend credit to any Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing (subject, in each case, to the limits set forth in the definition of “First Lien Obligations” and Section 5.3); (ii) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guaranty thereof or any liability of Any Borrower or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension, subject to the limits set forth in the definition of “First Lien Obligations”) or or, subject to the provisions of this Agreement, otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents First Lien Administrative Agent or any rights or remedies under any of the ABL First Lien Secured Parties, the First Lien Obligations or any of the First Lien Loan Documents or Documents; provided, however, the Note Documentsforegoing shall not prohibit the Second Lien Administrative Agent and Second Lien Secured Parties from enforcing, consistent with the other terms of this Agreement, any right arising under the Second Lien Credit Agreement as a result of any Grantor’s violation of the terms thereof; (iiiii) subject to the provisions of this Agreement, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Borrower or any other Grantor to the First Lien Secured Parties or the First Lien Administrative Agent, or any liability incurred directly or indirectly in respect thereof; (iiiiv) settle or compromise any First Lien Obligation or any other liability of any Borrower or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order that is not inconsistent with the terms of this Agreement; andorder; (ivv) exercise or delay in or refrain from exercising any right or remedy against any Borrower or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with any GrantorBorrower, any other Grantor or any First Lien Collateral and any security and any guarantor or any liability of any Borrower or any other Grantor to the First Lien Secured Parties or any liability incurred directly or indirectly in respect thereof; (vi) take or fail to take any Lien securing the First Lien Obligations or any other collateral security for any First Lien Obligations or take or fail to take any action which may be necessary or appropriate to ensure that any Lien securing First Lien Obligations or any other Lien upon any property is duly enforceable or perfected or entitled to priority as against any other Lien or to ensure that any proceeds of any property subject to any Lien are applied to the payment of any First Lien Obligation or any Obligation secured thereby; or (vii) otherwise release, discharge or permit the lapse of any or all Liens securing the First Lien Obligations or any other Liens upon any property at any time securing any First Lien Obligations. (c) Subject to Section 5.4, the Second Lien Administrative Agent, on behalf of itself and the Second Lien Secured Parties, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (a) No right of the Agents, Revolving Loan Agent or any of the other ABL Claimholders or the other Note Claimholders Revolving Loan Secured Parties to enforce any provision of this Agreement or any ABL of the Revolving Loan Document or Note Document Documents shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such AgentsRevolving Loan Agent or any other Revolving Loan Secured Party, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Revolving Loan Documents or any of the Note Notes Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholders, Revolving Loan Agent or any of them, the other Revolving Loan Secured Parties may have or be otherwise charged with. (b) Without No right of Notes Agent or any of the other Notes Secured Parties to enforce any provision of this Agreement or any of the Notes Documents shall at any time in any way limiting be prejudiced or impaired by any act or failure to act on the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agents, the other ABL Claimholders and the other Note Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or by any liability incurred directly act or indirectly in respect thereof; (iii) settle or compromise any Obligation failure to act by Notes Agent or any other liability of Notes Secured Party, or by any Grantor or noncompliance by any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent Person with the terms terms, provisions and covenants of this Agreement; and, any of the Notes Documents or any of the Revolving Loan Documents, regardless of any knowledge thereof which Notes Agent or any of the other Notes Secured Parties may have or be otherwise charged with. (ivc) exercise or delay in or refrain from exercising Notes Agent agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or remedy against otherwise assert or otherwise claim the benefit of, any security marshalling, appraisal, valuation or any Grantor other similar right that may otherwise be available under applicable law with respect to the Collateral or any other Personsimilar rights a junior secured creditor may have under applicable law. (d) Revolving Loan Agent agrees not to assert and hereby waives, elect to the fullest extent permitted by law, any remedy and right to demand, request, plead or otherwise deal freely assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any Grantorother similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders First Lien Agent or the other Note Claimholders First Lien Creditors to enforce any provision of this Agreement or any ABL Loan Document or Note First Lien Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor Credit Party or by any act or failure to act by such Agents, ABL Claimholders the First Lien Agent or Note Claimholders any First Lien Creditor or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents Agreement or any of the Note First Lien Documents, regardless of any knowledge thereof which the Agents First Lien Agent or the ABL Claimholders or Note ClaimholdersFirst Lien Creditors, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject in all cases to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)Section 5.3), the Agents, the other ABL Claimholders First Lien Agent and the other Note Claimholders First Lien Creditors may, at any time and from time to time in accordance with the ABL Loan First Lien Documents and Note Documents and/or applicable law, without the consent of, or notice to, the other Agent Second Lien Agents or the ABL Claimholder or the Note Claimholders (as applicable)Second Lien Creditors, without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations First Lien Obligations, as applicable or any Lien or guaranty thereof or any liability of any GrantorCredit Party, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligationsapplicable obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents First Lien Agent or any rights or remedies under any of the ABL Loan Documents or the Note First Lien Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor Credit Party or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation obligation or any other liability of any Grantor Credit Party or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor Credit Party or any other Person, elect any remedy and otherwise deal freely with any Grantorthe Credit Parties.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders or the other Note Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders Claimholder or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents or any of the Note Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agents, the other ABL Claimholders and the other Note Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor therefore or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders or the other Note Notes Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Notes Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders Claimholder or Note Notes Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents or any of the Note Notes Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Notes Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Notes Documents and subject to the provisions of Sections 5.3(a), 5.3(c5.3(d), and, as applicable, 5.3(d5.3(e)), the Agents, the other ABL Claimholders and the other Note Notes Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note Notes Documents and/or applicable law, without the consent of, or notice to, the other Agent Agents or the ABL Claimholder Claimholders or the Note Notes Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Notes Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the Collateral Agents, the other ABL Claimholders or the other Note Notes Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Notes Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Collateral Agents, ABL Claimholders or Note Notes Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents or any of the Note Notes Documents, regardless of any knowledge thereof which the Collateral Agents or the ABL Claimholders or Note Notes Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Notes Documents and subject to the provisions of Sections 5.3(a)2.3, 5.3(c), and, as applicable, 5.3(d)2.4 and 5.3), the Collateral Agents, the other ABL Claimholders and the other Note Notes Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note Notes Documents and/or applicable law, without the consent of, or notice to, the other Collateral Agent or the ABL Claimholder Claimholders or the Note Notes Claimholders (as applicablethe case may be), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i1) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Collateral Agents or any rights or remedies under any of the ABL Loan Documents or the Note Notes Documents; (ii2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii3) settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv4) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor. (c) Except as otherwise provided herein, the ABL Administrative Agent, on behalf of itself and the ABL Claimholders, also agrees that the Notes Claimholders and the Notes Collateral Agents shall have no liability to the ABL Administrative Agent or any ABL Claimholders, and the ABL Administrative Agent, on behalf of itself and the ABL Claimholders, hereby waives any claim against any Notes Priority Claimholder or any Notes Collateral Agent, arising out of any and all actions which the Notes Claimholders or any Notes Collateral Agent may take or permit or omit to take with respect to: (1) the Notes Documents; (2) the collection of the Notes Obligations; or (3) the foreclosure upon, or sale, liquidation or other disposition of, any Notes Priority Collateral. The ABL Administrative Agent, on behalf of itself and the ABL Claimholders, agrees that the Notes Claimholders and the Notes Collateral Agents have no duty to them in respect of the maintenance or preservation of the Notes Priority Collateral, the Notes Obligations or otherwise. (d) Except as otherwise provided herein, each Notes Collateral Agent, on behalf of itself and the applicable Notes Claimholders, also agrees that the ABL Claimholders and the ABL Administrative Agent shall have no liability to the Notes Collateral Agents or any Notes Claimholders, and each Notes Collateral Agent, on behalf of itself and the applicable Notes Claimholders, hereby waives any claim against any ABL Claimholder or the ABL Administrative Agent, arising out of any and all actions which the ABL Claimholders or the ABL Administrative Agent may take or permit or omit to take with respect to: (1) the ABL Documents; (2) the collection of the ABL Obligations; or (3) the foreclosure upon, or sale, liquidation or other disposition of, any ABL Priority Collateral. Each Notes Collateral Agent, on behalf of itself and the applicable Notes Claimholders, agrees that the ABL Claimholders and the ABL Administrative Agent have no duty to them in respect of the maintenance or preservation of the ABL Priority Collateral, the ABL Obligations or otherwise. (e) Until the Discharge of Notes Obligations, the ABL Administrative Agent, on behalf of itself and the ABL Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Notes Priority Collateral or any other similar rights a junior secured creditor may have under applicable law. (f) Until the Discharge of ABL Obligations, each Notes Collateral Agent, on behalf of itself and the applicable Notes Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the ABL Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders or the other Note Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents or any of the Note Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections Section 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agents, the other ABL Claimholders and the other Note Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder Claimholders or the Note Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any GrantorGrantor in a manner not inconsistent with the terms of this Agreement.

No Waiver of Lien Priorities. (a) No right of the AgentsABL Agent and the ABL Claimholders, the other ABL Claimholders Term Loan Agent and the Term Loan Claimholders, or the other Note Claimholders any of them to enforce any provision of this Agreement or any ABL Loan Document or Note Document their respective Credit Documents shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agentsparty, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents Agreement or any of the Note their respective Credit Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholders, or any of them, such party may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)applicable Credit Documents), the Agents, the other ABL Claimholders Agent and the other Note Claimholders ABL Claimholders, and the Term Loan Agent and the Term Loan Claimholders, and any of them may, at any time and from time to time in accordance with the ABL Loan their respective Credit Documents and Note Documents and/or or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Claimholders (as applicable), and without incurring any liabilities to such Persons the other Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the other Claimholders is affected, impaired or extinguished thereby) do any one or more of the following: (i) make loans and advances to any Grantor or issue, guaranty or obtain letters of credit for account of any Grantor or otherwise extend credit to any Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing (subject, in each case, to any limitations expressly set forth in this Agreement); (ii) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the their respective Obligations or any Lien or guaranty thereof or any liability of Company or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the their respective Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension, subject to any limitations expressly set forth in this Agreement) or or, subject to the provisions of this Agreement, otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents such Agent or such Claimholders, their respective Obligations or any rights or remedies of their respective Credit Documents; provided, however, the foregoing shall not prohibit the other Agent and the other Claimholders from enforcing, consistent with the other terms of this Agreement, any right arising under their respective Credit Agreement as a result of any Grantor’s violation of the ABL Loan Documents or the Note Documentsterms hereof; (iiiii) subject to the provisions of this Agreement, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of Company or any other Grantor to such Claimholders or such Agent, or any liability incurred directly or indirectly in respect thereof; (iiiiv) settle or compromise their respective Obligations or any Obligation portion thereof or any other liability of Company or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including their respective Obligations) in any manner or order that is not inconsistent with order; (v) subject to the terms of restrictions set forth in this Agreement; and (iv) , exercise or delay in or refrain from exercising any right or remedy against Company or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with Company, any Grantorother Grantor or any Collateral and any security and any guarantor or any liability of Company or any other Grantor to such Claimholders or any liability incurred directly or indirectly in respect thereof; (vi) take or fail to take any Lien securing their respective Obligations or any other collateral security for such Obligations or take or fail to take any action which may be necessary or appropriate to ensure that any Lien securing such Obligations or any other Lien upon any property is duly enforceable or perfected or entitled to priority as against any other Lien, provided that Liens taken in violation of Section 2.5 shall be subject to the provisions of Section 2.5; or (vii) otherwise release, discharge or permit the lapse of any or all Liens securing their respective Obligations or any other Liens upon any property at any time securing any such Obligations. (c) The Term Loan Agent, on behalf of itself and the Term Loan Claimholders, also agrees that the ABL Agent and the ABL Claimholders shall have no liability to the Term Loan Agent or the Term Loan Claimholders, and such Term Loan Agent on behalf of itself and the Term Loan Claimholders, hereby waives all claims against the ABL Agent and the ABL Claimholders, arising out of any and all actions which the ABL Agent or the ABL Claimholders may take or permit or omit to take with respect to their ABL Priority Collateral. The Term Loan Agent, on behalf of itself and the Term Loan Claimholders for which it acts as agent, agrees that the ABL Agent and ABL Claimholders shall have no duty to them in respect of the maintenance or preservation of the ABL Priority Collateral. (d) Each Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the ABL Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders Secured Parties or the other Note Claimholders Agent to enforce any provision of this Agreement or any ABL Loan Document or Note BlueBay Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor the Borrower or by any act or failure to act by such Agentsthe Secured Parties or the Agent, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan BlueBay Documents or any of the Note IESA Documents, regardless of any knowledge thereof which the Agents Agent or the ABL Claimholders or Note Claimholders, or any of them, Secured Parties may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors Borrower under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)BlueBay Documents), the Agents, Secured Parties or the other ABL Claimholders and the other Note Claimholders Agent may, at any time and from time to time in accordance with the ABL Loan Documents and Note BlueBay Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Claimholders (as applicable)IESA, without incurring any liabilities to such Persons IESA and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of IESA is affected, impaired or extinguished thereby) do any one or more of the following: (i) make loans and advances to any Credit Party or otherwise extend credit to any Credit Party, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing; (ii) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the BlueBay Obligations or any Lien on any BlueBay Collateral or guaranty thereof or any liability of any Grantorthe Credit Parties, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the BlueBay Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents Agent or any rights the Secured Parties, the BlueBay Obligations or remedies under any of the ABL Loan Documents or the Note BlueBay Documents; (iiiii) except as set forth in Sections 5.1(a) or 6.1(b), sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order with any part of the BlueBay Collateral (except to the extent provided in this Agreement) or any liability of the Credit Parties to the Secured Parties or the Agent or any Grantor of them, or any liability incurred directly or indirectly in respect thereof; (iiiiv) settle or compromise any BlueBay Obligation or any other liability of any Grantor the Borrower or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the BlueBay Obligations) in any manner or order that is not inconsistent with the terms of this Agreement; andorder; (ivv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor the Borrower or any other PersonPerson or with respect to any security, elect any remedy and otherwise deal freely with the Borrower or any GrantorBlueBay Collateral and any security and any guarantor or any liability of the Borrower to the Secured Parties or any liability incurred directly or indirectly in respect thereof; and (vi) release or discharge any BlueBay Obligation or any guaranty thereof or any agreement or obligation of the Borrower or any other person or entity with respect thereto. (c) IESA agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Shared Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (a) No right of the AgentsABL Agent and the ABL Claimholders, the other ABL Claimholders Term Loan Agent and the Term Loan Claimholders, the Control Agent or the other Note Claimholders any of them to enforce any provision of this Agreement or any ABL Loan Document or Note Document their respective Credit Documents shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agentsparty, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents Agreement or any of the Note their respective Credit Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholders, or any of them, such party may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)applicable Credit Documents), the Agents, the other ABL Claimholders Agent and the other Note Claimholders ABL Claimholders, and the Term Loan Agent and the Term Loan Claimholders, and any of them may, at any time and from time to time in accordance with the ABL Loan their respective Credit Documents and Note Documents and/or or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Claimholders (as applicable), and without incurring any liabilities to such Persons the other Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the other Claimholders is affected, impaired or extinguished thereby) do any one or more of the following: (i) make loans and advances to any Grantor or issue, guaranty or obtain letters of credit for account of any Grantor or otherwise extend credit to any Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing (subject, in each case, to any limitations expressly set forth in this Agreement); (ii) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the their respective Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the their respective Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension, subject to any limitations expressly set forth in this Agreement) or or, subject to the provisions of this Agreement, otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents such Agent or such Claimholders, their respective Obligations or any rights or remedies of their respective Credit Documents; provided, however, the foregoing shall not prohibit the other Agent and the other Claimholders from enforcing, consistent with the other terms of this Agreement, any right arising under their respective Credit Agreement as a result of any Grantor’s violation of the ABL Loan Documents or the Note Documentsterms hereof; (iiiii) subject to the provisions of this Agreement, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor to such Claimholders or such Agent, or any liability incurred directly or indirectly in respect thereof; (iiiiv) settle or compromise their respective Obligations or any Obligation portion thereof or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including their respective Obligations) in any manner or order that is not inconsistent with order; (v) subject to the terms of restrictions set forth in this Agreement; and (iv) , exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any GrantorGrantor or any Collateral and any security and any guarantor or any liability of any Grantor to such Claimholders or any liability incurred directly or indirectly in respect thereof; (vi) take or fail to take any Lien securing their respective Obligations or any other collateral security for such Obligations or take or fail to take any action which may be necessary or appropriate to ensure that any Lien securing such Obligations or any other Lien upon any property is duly enforceable or perfected or entitled to priority as against any other Lien, provided that Liens taken in violation of Section 2.5 shall be subject to the provisions of Section 2.5; or (vii) otherwise release, discharge or permit the lapse of any or all Liens securing their respective Obligations or any other Liens upon any property at any time securing any such Obligations. (c) Each Agent, on behalf of itself and the Claimholders for which it acts as agent, also agrees that the Priority Agent and the Priority Claimholders shall have no liability to such Agent or the Claimholders for which it acts as agent, and such Agent on behalf of itself and the Claimholders for which it acts as agent, hereby waives all claims against the Priority Agent and the Priority Claimholders, arising out of any and all actions which the Priority Agent or the Priority Claimholders may take or permit or omit to take with respect to their Priority Collateral. Each Agent, on behalf of itself and the Claimholders for which it acts as agent, agrees that the Priority Agent and Priority Claimholders shall have no duty to them in respect of the maintenance or preservation of the Priority Agent’s Priority Collateral. (d) Each Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to Collateral that does not constitute its Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (aA) No right of the AgentsABL Agent and the ABL Claimholders, the other ABL Claimholders Term Loan Agent and the Term Loan Claimholders, the Control Agent or the other Note Claimholders any of them to enforce any provision of this Agreement or any ABL Loan Document or Note Document their respective Credit Documents shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agentsparty, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents Agreement or any of the Note their respective Credit Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholders, or any of them, such party may have or be otherwise charged with. (bB) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)applicable Credit Documents), the Agents, the other ABL Claimholders Agent and the other Note Claimholders ABL Claimholders, and the Term Loan Agent and the Term Loan Claimholders, and any of them may, at any time and from time to time in accordance with the ABL Loan their respective Credit Documents and Note Documents and/or or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Claimholders (as applicable), and without incurring any liabilities to such Persons the other Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the other Claimholders is affected, impaired or extinguished thereby) do any one or more of the following: (ia) make loans and advances to any Grantor or issue, guaranty or obtain letters of credit for account of any Grantor or otherwise extend credit to any Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing (subject, in each case, to any limitations expressly set forth in this Agreement); (b) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the their respective Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the their respective Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension, subject to any limitations expressly set forth in this Agreement) or or, subject to the provisions of this Agreement, otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents such Agent or such Claimholders, their respective Obligations or any rights or remedies of their respective Credit Documents; provided, however, the foregoing shall not prohibit the other Agent and the other Claimholders from enforcing, consistent with the other terms of this Agreement, any right arising under their respective Credit Agreement as a result of any Grantor’s violation of the ABL Loan Documents or the Note Documentsterms hereof; (iic) subject to the provisions of this Agreement, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor to such Claimholders or such Agent, or any liability incurred directly or indirectly in respect thereof; (iiid) settle or compromise their respective Obligations or any Obligation portion thereof or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including their respective Obligations) in any manner or order that is not inconsistent with order; (e) subject to the terms of restrictions set forth in this Agreement; and (iv) , exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any GrantorGrantor or any Collateral and any security and any guarantor or any liability of any Grantor to such Claimholders or any liability incurred directly or indirectly in respect thereof; (f) take or fail to take any Lien securing their respective Obligations or any other collateral security for such Obligations or take or fail to take any action which may be necessary or appropriate to ensure that any Lien securing such Obligations or any other Lien upon any property is duly enforceable or perfected or entitled to priority as against any other Lien, provided that Liens taken in violation of Section 2.5 shall be subject to the provisions of Section 2.5; or (g) otherwise release, discharge or permit the lapse of any or all Liens securing their respective Obligations or any other Liens upon any property at any time securing any such Obligations. (C) Each Agent, on behalf of itself and the Claimholders for which it acts as agent, also agrees that the Priority Agent and the Priority Claimholders shall have no liability to such Agent or the Claimholders for which it acts as agent, and such Agent on behalf of itself and the Claimholders for which it acts as agent, hereby waives all claims against the Priority Agent and the Priority Claimholders, arising out of any and all actions which the Priority Agent or the Priority Claimholders may take or permit or omit to take with respect to their Priority Collateral. Each Agent, on behalf of itself and the Claimholders for which it acts as agent, agrees that the Priority Agent and Priority Claimholders shall have no duty to them in respect of the maintenance or preservation of the Priority Agent’s Priority Collateral. (D) Each Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to Collateral that does not constitute its Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL SCF Claimholders or the other Note Claimholders to enforce any provision of this Agreement or any ABL SCF Loan Document or Note Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders SCF Claimholder or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL SCF Loan Documents or any of the Note Documents, regardless of any knowledge thereof which the Agents or the ABL SCF Claimholders or Note Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL SCF Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agents, the other ABL SCF Claimholders and the other Note Claimholders may, at any time and from time to time in accordance with the ABL SCF Loan Documents and Note Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL SCF Claimholder or the Note Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i1) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL SCF Loan Documents or the Note Documents; (ii2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii3) settle or compromise any Obligation or any other liability of any Grantor or any security therefor therefore or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv4) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the AgentsFirst Lien Claimholders, the other ABL Claimholders First Lien Representative or the other Note Claimholders any of them to enforce any provision of this Agreement or any ABL Loan Document or Note First Lien Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Borrower or any Grantor other Obligor or by any act or failure to act by such Agentsany First Lien Claimholder or the First Lien Representative, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan First Lien Documents or any of the Note Second Lien Documents, regardless of any knowledge thereof which the Agents First Lien Representative or the ABL Claimholders or Note First Lien Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors Borrower and the other Obligors under the ABL Loan Documents and Note First Lien Documents and subject to the provisions of Sections Section 5.3(a), 5.3(c), and, as applicable, 5.3(d)Section 5.3(b) and Section 8.3), the AgentsFirst Lien Claimholders, the other ABL Claimholders First Lien Representative and the other Note Claimholders any of them may, at any time and from time to time in accordance with the ABL Loan Documents and Note First Lien Documents and/or applicable law, without the consent of, or notice to, the other Agent Second Lien Representative or the ABL Claimholder or the Note Claimholders (as applicable)any Second Lien Claimholders, without incurring any liabilities to such Persons the Second Lien Representative or any Second Lien Claimholders, and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Representative or any Second Lien Claimholders is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, alter the terms of of, any of the Obligations or First Lien Obligations, any Lien on any First Lien Collateral or guaranty thereof or thereof, any liability of the Borrower or any Grantorother Obligor to the First Lien Claimholders or the First Lien Representative, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, First Lien Obligations without any restriction as to the amount, tenor or terms of any such increase or extension) ), or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents First Lien Representative or any rights or remedies under any of the ABL Loan Documents First Lien Claimholders, the First Lien Obligations or any of the Note First Lien Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First Lien Collateral (except to the extent provided in this Agreement) or any liability of the Borrower, any Grantor other Obligor to the First Lien Claimholders or the First Lien Representative, or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability First Lien Obligations or, subject to the terms of any Grantor or this Agreement, any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with payment of the First Lien Obligations; (iv) subject to the terms of this Agreement; and (iv) , exercise or delay in or refrain from exercising any right or remedy against the Borrower, any security or security, any Grantor other Obligor or any other Person; and (v) subject to the terms of this Agreement, elect any remedy and otherwise deal freely with the Borrower, any Grantorother Obligor, any First Lien Collateral, any guarantor, any liability of the Borrower or any other Obligor to the First Lien Claimholders or any liability incurred directly or indirectly in respect thereof. (c) The Second Lien Representative, on behalf of itself and the Second Lien Claimholders, also agrees that the First Lien Claimholders and the First Lien Representative shall have no liability to the Second Lien Representative or any Second Lien Claimholders for actions taken in compliance with the terms of this Agreement (excluding actions constituting the gross negligence or willful misconduct of the First Lien Representative or any First Lien Claimholder), and the Second Lien Representative, on behalf of itself and the Second Lien Claimholders, hereby waives any such claim against any First Lien Claimholder or the First Lien Representative arising out of any and all actions which the First Lien Claimholders or the First Lien Representative may take or permit or omit to take in accordance with the terms of this Agreement (excluding actions or inactions constituting the gross negligence or willful misconduct of the First Lien Representative or any First Lien Claimholder) with respect to: (i) the First Lien Documents, (ii) the collection of the First Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral. The Second Lien Representative, on behalf of itself and the Second Lien Claimholders, agrees that the First Lien Claimholders and the First Lien Representative have no duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations or otherwise. (d) The First Lien Representative, on behalf of itself and the First Lien Claimholders, also agrees that the Second Lien Claimholders and the Second Lien Representative shall have no liability to the First Lien Representative or any First Lien Claimholders for actions taken in compliance with the terms of this Agreement (excluding actions constituting the gross negligence or willful misconduct of the Second Lien Representative or any Second Lien Claimholder), and the First Lien Representative, on behalf of itself and the First Lien Claimholders, hereby waives any such claim against any Second Lien Claimholder or the Second Lien Representative arising out of any and all actions which the Second Lien Claimholders or the Second Lien Representative may take or permit or omit to take in accordance with the terms of this Agreement (excluding actions or inactions constituting the gross negligence or willful misconduct of the Second Lien Representative or any Second Lien Claimholder) with respect to: (i) the Second Lien Documents, (ii) the collection of the Second Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Second Lien Collateral. Except as otherwise provided herein, the First Lien Representative, on behalf of itself and the First Lien Claimholders, agrees that the Second Lien Claimholders and the Second Lien Representative have no duty to them in respect of the maintenance or preservation of the Second Lien Collateral, the Second Lien Obligations or otherwise. (e) The Second Lien Representative, on behalf of itself and the Second Lien Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (ai) No right of the AgentsPari Term Debt Secured Parties, the other ABL Claimholders Pari Term Debt Agents or the other Note Claimholders any of them to enforce any provision of this Agreement or any ABL Loan Document or Note Pari Term Debt Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any other Grantor or by any act or failure to act by such Agentsany Pari Term Debt Secured Party or the Pari Term Debt Agent, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Pari Term Debt Documents or any of the Note ABL Documents, regardless of any knowledge thereof which the Pari Term Debt Agents or the ABL Claimholders or Note ClaimholdersPari Term Debt Secured Parties, or any of them, may have or be otherwise charged with. (bii) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company and the other Grantors under the ABL Loan Documents and Note Pari Term Debt Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(dSection 2.4(c)), the AgentsPari Term Debt Secured Parties, the other ABL Claimholders Pari Term Debt Agents and the other Note Claimholders any of them may, at any time and from time to time in accordance with the ABL Loan Documents and Note Pari Term Debt Documents and/or applicable law, without the consent of, or notice to, the other ABL Collateral Agent or the and any ABL Claimholder or the Note Claimholders (as applicable)Secured Party, without incurring any liabilities to such Persons the ABL Collateral Agent and any ABL Secured Party, and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is of the ABL Collateral Agent or any ABL Secured Party, affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the Second Lien Claimholders, the Second Lien Agents, the other ABL Claimholders or the other Note Claimholders any of them to enforce any provision of this Agreement or any ABL Loan Second Lien Document or Note Document (except as set forth in such documents) shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuers or any other Grantor or by any act or failure to act by such Agentsany Second Lien Claimholder or any Second Lien Agent, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents Agreement or any of the Note DocumentsSecond Lien Documents (except as set forth in such documents), regardless of any knowledge thereof which the Agents any Second Lien Agent or the ABL Claimholders or Note Second Lien Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors Issuers and the other Obligors under the ABL Loan Documents and Note Second Lien Documents and subject to the provisions of Sections Section 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agentsany Second Lien Claimholder, the other ABL Claimholders any Second Lien Agent and the other Note Claimholders any of them may, at any time and from time to time in accordance with the ABL Loan Documents and Note Second Lien Documents and/or applicable law, without the consent of, or notice to, the any other Second Lien Agent or the ABL Claimholder or the Note Claimholders (as applicable)any other Second Lien Claimholder, without incurring any liabilities to such Persons any Second Lien Agent or any Second Lien Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Agents or any Second Lien Claimholders is affected, impaired or extinguished thereby) do any one or more of the following: (i1) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Second Lien Obligations or any Lien on any Collateral or guaranty thereof or any liability of any GrantorObligor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Second Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by such Second Lien Agent or Second Lien Claimholders, the Agents or any rights or remedies under any of the ABL Loan Documents applicable Second Lien Obligations or the Note applicable Second Lien Documents; (ii2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor Obligor to such Second Lien Claimholders or Second Lien Agent, or any liability incurred directly or indirectly in respect thereof; (iii3) settle or compromise any Second Lien Obligation or any other liability of any Grantor Obligor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Second Lien Obligations) in any manner or order that is not inconsistent with the terms of this Agreementorder; and (iv4) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor Obligor or any other Person, elect any remedy and otherwise deal freely with any GrantorObligor or any Collateral and any security and any guarantor or any liability of any Obligor to the Second Lien Claimholders or any liability incurred directly or indirectly in respect thereof. (c) Except as otherwise expressly provided herein, each Second Lien Agent, on behalf of itself and the applicable Second Lien Claimholders, also agrees that the Second Lien Claimholders and the Second Lien Agents shall have no liability to any other Second Lien Agent or any other Second Lien Claimholders, and each Second Lien Agent, on behalf of itself and the applicable Second Lien Claimholders, hereby waives any claim against any other Second Lien Claimholder or Second Lien Agent, arising out of any and all actions which any Second Lien Claimholder or Second Lien Agent may take or permit or omit to take with respect to: (1) the Second Lien Documents; (2) the collection of the Second Lien Obligations; or (3) the foreclosure upon, or sale, liquidation or other disposition of, any Collateral. Each Second Lien Agent, on behalf of itself and the applicable Second Lien Claimholders, agrees that the other Second Lien Claimholders and Second Lien Agents have no duty to them in respect of the maintenance or preservation of the Collateral, the Second Lien Obligations or otherwise.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders Agents or the other Note Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Senior Secured Notes Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders Agents or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of (i) this Agreement, (ii) any of the ABL Loan Documents or (iii) any of the Note Senior Secured Notes Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note the Senior Secured Notes Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note the Senior Secured Notes Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, except as applicable, 5.3(d)otherwise expressly provided in this Agreement), the Agents, the other ABL Claimholders Agents and the other Note Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note the Senior Secured Notes Documents and/or applicable law, without the consent of, or notice to, the any other Agent or the ABL any other Claimholder or the Note Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Senior Secured Notes Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor therefore or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders or the other Note Notes Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Notes Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders Claimholder or Note Notes Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents or any of the Note Notes Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Notes Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Notes Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agents, the other ABL Claimholders and the other Note Notes Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note Notes Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Notes Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Notes Documents; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation or any other liability of any Grantor or any security therefor therefore or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

No Waiver of Lien Priorities. (a) No right of the Agents, the other ABL Claimholders Collateral Agents or the other Note Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Credit Document shall at any time in any way be prejudiced or impaired by any -28- act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders Collateral Agent or Note Claimholders Claimholder or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Loan Documents or any of the Note Credit Documents, regardless of any knowledge thereof which the Collateral Agents or the ABL Claimholders or Note Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Credit Documents and subject to the provisions of Sections 5.3(a)2.3, 5.3(c), and, as applicable, 5.3(d)2.4 and 5.3), the Agents, the other ABL Claimholders Collateral Agents and the other Note Claimholders may, at any time and from time to time in accordance with the ABL Loan Credit Documents and Note Documents to which they are party and/or applicable law, without the consent of, or notice to, the any other Collateral Agent or the ABL Claimholder or the Note Claimholders (as applicable)Claimholders, without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following: : (i1) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Collateral Agents or any rights or remedies under any of the ABL Loan Documents or the Note Credit Documents; ; (ii2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof; ; (iii3) settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and and (iv4) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor. (c) Until the Discharge of Senior Priority Obligations, the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (a) No right of the AgentsFirst Lien Claimholders, the other ABL Claimholders First Lien Collateral Agent or the other Note Claimholders any of them to enforce any provision of this Agreement or any ABL First Lien Loan Document or Note Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Borrower or any other Grantor or by any act or failure to act by such Agentsany First Lien Claimholder or the First Lien Collateral Agent, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL First Lien Loan Documents or any of the Note Second Lien Loan Documents, regardless of any knowledge thereof which the Agents First Lien Collateral Agent or the ABL Claimholders or Note First Lien Claimholders, or any of them, may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Borrower and the other Grantors under the ABL First Lien Loan Documents and Note Documents and subject to the provisions of Sections Section 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the AgentsFirst Lien Claimholders, the other ABL Claimholders First Lien Collateral Agent and the other Note Claimholders any of them may, at any time and from time to time in accordance with the ABL First Lien Loan Documents and Note Documents and/or applicable law, without the consent of, or notice to, the other Second Lien Collateral Agent or the ABL Claimholder or the Note Claimholders (as applicable)any other Second Lien Claimholders, without incurring any liabilities to such Persons the Second Lien Collateral Agent or any other Second Lien Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Collateral Agent or any other Second Lien Claimholders is affected, impaired or extinguished thereby) do any one or more of the following: (i1) except as provided in Section 5.3(a), change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guaranty thereof or any liability of the Borrower or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents First Lien Collateral Agent or any rights or remedies under any of the ABL First Lien Claimholders, the First Lien Obligations or any of the First Lien Loan Documents or Documents; provided, that any such increase in the Note DocumentsFirst Lien Obligations shall not increase the sum of the Indebtedness constituting principal under the First Lien Credit Agreement (for this purpose treating the revolving commitments under the First Lien Credit Agreement as if they had been fully drawn) and the face amount of any letters of credit and similar instruments issued under the First Lien Credit Agreement and not reimbursed to an amount in excess of the First Lien Cap; (ii2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First Lien Collateral (except to other than the extent provided in this Agreement) Second Lien Priority Assets or any liability of the Borrower or any other Grantor to the First Lien Claimholders or the First Lien Collateral Agent, or any liability incurred directly or indirectly in respect thereof; (iii3) settle or compromise any First Lien Obligation or any other liability of the Borrower or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order that is not inconsistent with the terms of this Agreementorder; and (iv4) exercise or delay in or refrain from exercising any right or remedy against the Borrower or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with the Borrower, any Grantorother Grantor or any First Lien Collateral other than the Second Lien Priority Assets and any security and any guarantor of any liability of the Borrower or any other Grantor to the First Lien Claimholders or any liability incurred directly or indirectly in respect thereof. (c) Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the other Second Lien Claimholders, also agrees that the First Lien Collateral Agent and the other First Lien Claimholders shall have no liability to the Second Lien Collateral Agent or any other Second Lien Claimholders, and the Second Lien Collateral Agent, on behalf of itself and the other Second Lien Claimholders, hereby waives any claim against the First Lien Collateral Agent or any other First Lien Claimholder, arising out of any and all actions which the First Lien Collateral Agent or any other First Lien Claimholder may take or permit or omit to take with respect to: (1) the First Lien Loan Documents; (2) the collection of the First Lien Obligations; or (3) the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that the First Lien Claimholders and the First Lien Collateral Agent have no duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations or otherwise. (d) Until the Discharge of First Lien Obligations, the Second Lien Collateral Agent, on behalf of itself and the other Second Lien Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.