Common use of No Waiver of Lien Priorities Clause in Contracts

No Waiver of Lien Priorities. 1. No right of the ABL Agent and the ABL Claimholders, the Term Loan Agent and the Term Loan Claimholders, the Control Agent or any of them to enforce any provision of this Agreement or 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 party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement or their respective Credit Documents, regardless of any knowledge thereof which such party may have or be otherwise charged with. 2. Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the applicable Credit Documents), the ABL Agent and the 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 their respective Credit Documents or applicable law, without the consent of, or notice to, the other Claimholders and without incurring any liabilities to 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: a. 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 their respective Obligations 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 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, subject to the provisions of this Agreement, otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by such Agent or such Claimholders, their respective Obligations or any 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 terms hereof; c. 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 or any liability of any Grantor to such Claimholders or such Agent, or any liability incurred directly or indirectly in respect thereof; x. xxxxxx or compromise their respective Obligations or any 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; e. subject to the restrictions set forth in this Agreement, 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 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. 3. 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. 4. 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. 1. (a) No right of the ABL Agent and the ABL Claimholders, the Term Loan Agent and the Term Loan Claimholders, the Control Agent or any of them Senior Secured Party to enforce any provision of this Agreement or 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 Loan Party or by any act or failure to act by such partyany Senior Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement Agreement, any of the Senior Documents or their respective Credit any of the Junior Documents, regardless of any knowledge thereof which such party any Senior Secured Party may have or be otherwise charged with. 2. (b) Without in any way limiting the generality of the foregoing paragraph clause (but subject to the rights of the Grantors under the applicable Credit Documentsa) (except as set forth in any Loan Document), the ABL Agent and the ABL Claimholders, and the Term Loan Agent and the Term Loan Claimholders, and any of them each Senior Secured Party may, at any time and from time to time in accordance with their respective Credit Documents or applicable lawtime, without the consent of, or notice to, the other Claimholders and any Junior Secured Party, without incurring any liabilities liability to the other Claimholders any Junior Secured Party 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 other Claimholders any Junior Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: a. 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. 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 Senior Claim, any Lien in respect of their respective Obligations or any Collateral, any guaranty thereof of any Senior Claim, or any liability of any Grantor, or any liability Loan Party incurred directly or indirectly in respect thereof of any of the foregoing (including any increase in or extension of their respective Obligationsthe Senior Claims, 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, subject to the provisions of this Agreement, or otherwise amend, renew, exchange, extend, modify or supplement in any manner the Senior Claims, any Liens held by such Agent or such Claimholdersthe Senior Agent, their respective Obligations the Senior Secured Parties, or any of their respective Credit the Senior 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 terms hereof; c. subject to the provisions of this Agreement, (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral or any liability of any Grantor Loan Party to such Claimholders the Senior Agent or such Agentany Senior Secured Party, or any liability incurred directly or indirectly in respect thereof; x. xxxxxx (iii) settle or compromise their respective Obligations or any portion thereof Senior Claim or any other liability of any Grantor Loan 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 (including their respective Obligationsthe Senior Claims) in any manner or order;; and e. subject to the restrictions set forth in this Agreement, (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor Loan Party or any other Person, elect any remedy and otherwise deal freely with any Grantor or any the Loan Parties, the Collateral and any security and security, any guarantor or any liability of any Grantor Loan Party to such Claimholders any Senior Secured Party, or any liability incurred directly or indirectly indirectly, in respect thereofof the foregoing; 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. 3. Each (c) The Junior Agent, on behalf of itself and the Claimholders for which it acts as agenteach Junior Secured Party, also agrees that the Priority Agent no Senior Secured Party shall have any duty or liability to any Junior Secured Party, and the Priority Claimholders shall have no liability to such Agent or the Claimholders for which it acts as agentJunior Agent, and such Agent on behalf of itself and the Claimholders for which it acts as agenteach Junior Secured Party, hereby waives all claims against the Priority Agent and the Priority Claimholders, each Senior Secured Party arising out of any and all actions which the Priority Agent or the Priority Claimholders any Senior Secured Party may take or permit or omit to take with respect to their Priority to: (i) the Senior Documents, (ii) the collection of the Senior Claims, (iii) the foreclosure upon, or sale, liquidation or other disposition of, the Collateral. Each Agent, on behalf (iv) the release 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 any Lien in respect of any Collateral, or (v) the maintenance or preservation of the Priority Agent’s Priority Collateral., the Senior Claims or otherwise; and 4. Each (d) The Junior Agent, on behalf of itself and the Claimholders for whom it acts as Agenteach Junior Secured Party, in respect of any Collateral 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 lawlaw in respect of such Collateral.

No Waiver of Lien Priorities. 1. No right of the ABL Agent and the ABL Claimholders, the Term Loan Agent and the Term Loan Claimholders, the Control Agent or any of them Senior Secured Party to enforce any provision of this Agreement or 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 Credit Party or by any act or failure to act by such partyany Senior Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement Agreement, any of the Senior Documents or their respective Credit any of the Junior Documents, regardless of any knowledge thereof which such party any Senior Secured Party may have or be otherwise charged with. 2. Without in any way limiting the generality of the foregoing paragraph clause (but subject to the rights of the Grantors under the applicable Credit Documentsa) (except as set forth in any Senior Document), the ABL Agent and the ABL Claimholderseach Senior Secured Party, 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 their respective Credit Documents or applicable lawtime, without the consent of, or notice to, the other Claimholders and any Junior Secured Party, without incurring any liabilities liability to the other Claimholders any Junior Secured Party 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 other Claimholders any Junior Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: a. make loans and advances to any Grantor following except as otherwise expressly prohibited 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. conditioned herein: 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 Senior Claim, any Lien in respect of their respective Obligations or the Credit Agreement Collateral, any guaranty thereof of any Senior Claim, or any liability of any Grantor, or any liability Credit Party incurred directly or indirectly in respect thereof of any of the foregoing (including any increase in or extension of their respective Obligationsthe Senior Claims, 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, subject to the provisions of this Agreement, or otherwise amend, renew, exchange, extend, modify or supplement in any manner the Senior Claims, any Liens held by such Agent or such Claimholdersthe Senior Agent, their respective Obligations the Senior Secured Parties, or any of their respective Credit the Senior 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 terms hereof; c. 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 Credit Agreement Collateral or any liability of any Grantor Credit Party to such Claimholders the Senior Agent or such Agentany Senior Secured Party, or any liability incurred directly or indirectly in respect thereof; x. xxxxxx ; settle or compromise their respective Obligations or any portion thereof Senior Claim 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 (including their respective Obligationsthe Senior Claims) in any manner or order; e. subject to the restrictions set forth in this Agreement, ; and 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 Grantor or any the Credit Parties, the Credit Agreement Collateral and any security and security, any guarantor or any liability of any Grantor Credit Party to such Claimholders any Senior Secured Party, or any liability incurred directly or indirectly 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 2.5foregoing; 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. 3. Each The Junior Agent, on behalf of itself and the Claimholders for which it acts as agenteach Junior Secured Party, also agrees that the Priority Agent no Senior Secured Party shall have any duty or liability to any Junior Secured Party, and the Priority Claimholders shall have no liability to such Agent or the Claimholders for which it acts as agentJunior Agent, and such Agent on behalf of itself and the Claimholders for which it acts as agenteach Junior Secured Party, hereby waives all claims against the Priority Agent and the Priority Claimholders, each Senior Secured Party arising out of any and all actions which the Priority Agent or the Priority Claimholders any Senior Secured Party may take or permit or omit to take with respect to their Priority to: (i) the Senior Documents, (ii) the collection of the Senior Claims, (iii) the foreclosure upon, or sale, liquidation or other disposition of, the Credit Agreement Collateral. Each Agent, on behalf (iv) the release 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 any Lien in respect of any Credit Agreement Collateral, or (v) the maintenance or preservation of the Priority Agent’s Priority Credit Agreement Collateral. 4. Each , the Senior Claims or otherwise; and The Junior Agent, on behalf of itself and the Claimholders for whom it acts as Agenteach Junior Secured Party, 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 Requirement of Law or any other similar rights a junior secured creditor may have under applicable lawRequirement of Law in respect of any Credit Agreement Collateral.

No Waiver of Lien Priorities. 1. (i) No right of the ABL Agent and the ABL ClaimholdersTerm Agent, the other Term Loan Agent and the Term Loan ClaimholdersSecured Parties, the Control Agent or any of them to enforce any provision of this Agreement or their respective Credit Documents any Term Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Parent or any other Grantor or by any act or failure to act by such partythe Term Agent or any other Term Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement Agreement, any of the Term Documents or their respective Credit any of the ABL Documents, regardless of any knowledge thereof which such party the Term Agent or the other Term Secured Parties, or any of them, may have or be otherwise charged with. 2. (ii) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Parent and the other Grantors under the applicable Credit DocumentsTerm Documents and subject to the other provisions of this Agreement), the ABL Agent and Term Agent, the ABL Claimholders, and the other Term Loan Agent and the Term Loan ClaimholdersSecured Parties, and any of them them, may, at any time and from time to time in accordance with their respective Credit the Term Documents or and/or applicable law, without the consent of, or notice to, the ABL Agent or any other Claimholders and ABL Secured Party, without incurring any liabilities to the ABL Agent or any other Claimholders 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 of the ABL Agent or any other Claimholders ABL Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: a. 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 their respective Obligations 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 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 AgreementA) or, subject to the provisions of this Agreement, otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by such Agent or such Claimholders, their respective Obligations or any 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 terms hereof; c. subject to the provisions of this Agreement, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner (subject to the terms hereof and applicable law) and in any order any part of the Term Priority Collateral or any liability of the Parent or any other Grantor to such Claimholders the Term Agent or such Agentthe other Term Secured Parties, or any liability incurred directly or indirectly in respect thereof; x. xxxxxx (B) settle or compromise their respective Obligations or any portion thereof Term Obligation or any other liability of the Parent 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 thereof; and (including their respective ObligationsC) in any manner or order; e. subject to the restrictions set forth in this Agreement, exercise or delay in or refrain from exercising any right or remedy against the Parent or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with the Parent, any other Grantor or any Term Priority Collateral and any security and any guarantor or any liability of the Parent or any other Grantor to such Claimholders the Term Secured Parties 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. 3. Each (iii) The ABL Agent, on behalf of itself and the Claimholders for which it acts as agentother ABL Secured Parties, also agrees that the Priority Term Agent and the Priority Claimholders other Term Secured Parties shall have no liability to such the ABL Agent or the Claimholders for which it acts as agentany other ABL Secured Party, and such Agent the ABL Agent, on behalf of itself and the Claimholders for which it acts as agentother ABL Secured Parties, hereby waives all claims any claim against the Priority Term Agent and the Priority Claimholdersany other Term Secured Party, arising out of any and all actions which the Priority Term Agent or the Priority Claimholders other Term Secured Parties may take or permit or omit to take with respect to their to: (A) the Term Documents (other than this Agreement); (B) the collection of the Term Obligations; or (C) the foreclosure upon, or sale, liquidation or other disposition of, any Term Priority CollateralCollateral in accordance with this Agreement and applicable law. Each The ABL Agent, on behalf of itself and the Claimholders for which it acts as agentother ABL Secured Parties, agrees that the Priority Term Agent and Priority Claimholders shall the other Term Secured Parties have no duty to them the ABL Agent or the other ABL Secured Parties in respect of the maintenance or preservation of the Priority Agent’s Term Priority Collateral, the Term Obligations or otherwise, except as otherwise provided in this Agreement. 4. Each (iv) The ABL Agent, on behalf of itself and the Claimholders for whom it acts as Agentother ABL 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 Collateral that does not constitute its the Term Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. 1. (a) No right of the ABL Agent and the ABL Claimholders, the Term Loan Agent and the Term Loan Claimholders, the Control Agent or any of them the Secured Parties (including any Collateral Agent) to enforce any provision of this Agreement or their respective Credit Documents any other Secured Debt 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 partyany Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement or their respective Credit any of the other Secured Debt Documents, regardless of any knowledge thereof which such party any Secured Party may have or be otherwise charged with. 2. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors Credit Parties under the applicable Credit DocumentsFirst Lien Debt Documents and subject to the provisions of Section 5.03(a)), the ABL Agent and First Lien Secured Parties, the ABL Claimholders, and the Term Loan Agent and the Term Loan ClaimholdersFirst Lien Collateral Agent, and any of them may, at any time and from time to time in accordance with their respective Credit the First Lien Debt Documents or and/or applicable law, without the consent of, or notice to, the other Claimholders and any Second Lien Secured Party or Third Lien Secured Party, without incurring any liabilities to the other Claimholders any Second Lien Secured Party or Third Lien 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 of the other Claimholders any Second Lien Secured Party or Third Lien Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: a. 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. 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 their respective the First Lien Obligations (subject to the limitations within such definition) or any Lien on any Collateral or guaranty thereof of any of the First Lien Obligations or any liability of any GrantorCredit Party, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of their respective the First Lien 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, subject to the provisions of this Agreement, or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by such Agent the First Lien Collateral Agent, or such Claimholdersany of the other First Lien Secured Parties, their respective the First Lien Obligations or any of their respective Credit the First Lien Debt 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 terms hereof; c. subject to the provisions of this Agreement, (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral or any liability of any Grantor Credit Party to such Claimholders or such Agentany of the First Lien Secured Parties, or any liability incurred directly or indirectly in respect thereof; x. xxxxxx (iii) settle or compromise their respective Obligations or any portion thereof First Lien 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 (including their respective the First Lien Obligations) in any manner or order;; and e. subject to the restrictions set forth in this Agreement, (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor Credit Party or any other PersonPerson or any security, and elect any remedy and otherwise deal freely with any Grantor Credit Party or any Collateral and any security and any guarantor Guarantor or any liability of any Grantor Credit Party to such Claimholders the First Lien Secured Parties 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. 3. Each (c) Except as otherwise expressly provided herein, the Second Lien Collateral Agent, the Third Lien Collateral Agent, each Second Lien Representative, on behalf of itself and the Claimholders for which Second Lien Secured Parties represented by it acts as agentand each Third Lien Representative, on behalf of itself and each Third Lien Secured Party under its Third Lien Debt Facility, also agrees that the Priority Agent and the Priority Claimholders First Lien Secured Parties shall have no liability to such Agent Person, or any of the Claimholders for which it acts as agentSecond Lien Secured Parties or Third Lien Secured Parties. (d) The Second Lien Collateral Agent, and the Third Lien Collateral Agent, such Agent Second Lien Representative, on behalf of itself and the Claimholders for which it acts as agentSecond Lien Secured Parties represented by it, and each Third Lien Representative, on behalf of itself and each Third Lien Secured Party under its Third Lien Debt Facility hereby waives all claims any claim against the Priority Agent and the Priority Claimholders, any First Lien Secured Party arising out of any and all actions which the Priority Agent or the Priority Claimholders First Lien Secured Parties may take or permit or omit to take with respect to their Priority to: (i) the First Lien Debt Documents (other than this Agreement); (ii) the collection of the First Lien Obligations; or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Collateral. Each . (e) The Second Lien Collateral Agent, the Third Lien Collateral Agent, each Second Lien Representative, on behalf of itself and the Claimholders for which it acts as agentSecond Lien Secured Parties represented by it, and each Third Lien Representative, on behalf of itself and each Third Lien Secured Party under its Third Lien Debt Facility, agrees that the Priority Agent and Priority Claimholders shall First Lien Secured Parties have no duty to them in respect of the maintenance or preservation of the Priority Agent’s Priority Collateral, the First Lien Obligations or otherwise. 4. Each (f) Solely as between the Second Lien Secured Parties and the Third Lien Secured Parties and without in any way limiting the generality of clause (a) above (but subject to the rights of the Credit Parties under the Second Lien Debt Documents and subject to the provisions of Section 5.03(a)), the Second Lien Secured Parties, the Second Lien Collateral Agent, and any of them may, at any time and from time to time in accordance with the Second Lien Debt Documents and/or applicable law, without the consent of, or notice to, any Third Lien Secured Party, without incurring any liabilities to any Third Lien 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 of any Third Lien Secured Party 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 Second Lien Obligations or any Lien on any Collateral or guaranty of any of the Second Lien Obligations or any liability of any Credit Party, 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 the Second Lien Collateral Agent, or any of the other Second Lien Secured Parties, the Second Lien Obligations or any of the Second Lien Debt 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 or any liability of any Credit Party to any of the Second Lien Secured Parties, or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Second Lien Obligation or any other liability of any 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 (including the Second Lien Obligations) in any manner or order; and (iv) exercise or delay in or refrain from exercising any right or remedy against any Credit Party or any other Person or any security, and elect any remedy and otherwise deal freely with any Credit Party or any Collateral and any security and any Guarantor or any liability of any Credit Party to the Second Lien Secured Parties or any liability incurred directly or indirectly in respect thereof. (g) Except as otherwise expressly provided herein, the Third Lien Collateral Agent and each Third Lien Representative, on behalf of itself and the Claimholders for whom it acts as AgentThird Lien Secured Parties represented by it, also agrees not that the Second Lien Secured Parties shall have no liability to assert such Person, or any of the Third Lien Secured Parties, the Third Lien Collateral Agent and such Third Lien Representative, on behalf of itself and the Third Lien Secured Parties represented by it, hereby waiveswaives any claim against any Second Lien Secured Party arising out of any and all actions which the Second Lien Secured Parties may take or permit or omit to take with respect to: (i) the Second Lien Debt Documents (other than this Agreement); (ii) the collection of the Second Lien Obligations; or (iii) the foreclosure upon, to the fullest extent permitted by lawor sale, any right to demand, request, plead liquidation or otherwise assert or otherwise claim the benefit other disposition of, any marshallingCollateral. (h) The Third Lien Collateral Agent and each Third Lien Representative, appraisalon behalf of itself and the Third Lien Secured Parties represented by it, valuation agrees that the Second Lien Secured Parties have no duty to them in respect of the maintenance or other similar right that may otherwise be available under applicable law with respect to Collateral that does not constitute its Priority Collateral preservation of the Collateral, the Second Lien Obligations or any other similar rights a junior secured creditor may have under applicable lawotherwise.

No Waiver of Lien Priorities. 1. (a) No right of the ABL Agent and the ABL ClaimholdersSenior Secured Obligations Secured Parties, the Term Loan Agent and the Term Loan Claimholders, the Control Agent Senior Representative or any of them to enforce any provision of this Agreement or their respective Credit Documents any Senior Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of Holdings or any other Grantor or by any act or failure to act by such partyany Senior Secured Obligations Secured Party or the Senior Representative, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement Agreement, any of the Senior Documents or their respective Credit any of the Junior Documents, regardless of any knowledge thereof which such party the Senior Representative or the Senior Secured Obligations Secured Parties, or any of them, may have or be otherwise charged with. 2. (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of Holdings and the other Grantors under the applicable Credit DocumentsSenior Documents and subject to the provisions of Section 2.11), the ABL Agent and Senior Secured Obligations Secured Parties, the ABL Claimholders, and the Term Loan Agent and the Term Loan Claimholders, Senior Representative and any of them may, at any time and from time to time in accordance with their respective Credit the Senior Documents or and/or applicable law, without the consent of, or notice to, the other Claimholders and Junior Representative or any Junior Secured Obligations Secured Party, without incurring any liabilities to the other Claimholders Junior Representative or any Junior Secured Obligations 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 other Claimholders Junior Representative or any Junior Secured Obligations Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: a. (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)continuing; b. (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 their respective the Senior Secured Obligations or any Lien on any Senior Secured Obligations Collateral or guaranty thereof or any liability of Holdings or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of their respective the Senior Secured 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, subject to the provisions of this Agreement, or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens on the Senior Secured Obligations Collateral held by such Agent the Senior Representative or such Claimholdersany of the Senior Secured Obligations Secured Parties, their respective the Senior Secured Obligations or any of their respective Credit the Senior 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 terms hereof; c. subject to the provisions of this Agreement, (iii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner (subject to the terms hereof) and in any order any part of the Senior Secured Obligations Collateral or any liability of Holdings or any other Grantor to such Claimholders the Senior Secured Obligations Secured Parties or such Agentthe Senior Representative, or any liability incurred directly or indirectly in respect thereof; x. xxxxxx (iv) settle or compromise their respective Obligations or any portion thereof Senior Secured Obligation or any other liability of Holdings 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 thereof; and (including their respective Obligationsv) in any manner or order; e. subject to the restrictions set forth in this Agreement, exercise or delay in or refrain from exercising any right or remedy against any security Holdings or any other Grantor or any other Person, elect any remedy and otherwise deal freely with Holdings, any other Grantor or any Senior Secured Obligations Collateral and any security and any guarantor or any liability of Holdings or any other Grantor to such Claimholders the Senior Secured Obligations Secured Parties 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. 3. Each Agent(c) The Junior Representative, on behalf of itself and the Claimholders for which it acts as agentJunior Secured Obligations Secured Parties, also agrees that the Priority Agent Senior Secured Obligations Secured Parties and the Priority Claimholders Senior Representative shall have no liability to such Agent the Junior Representative or the Claimholders for which it acts as agentany Junior Secured Obligations Secured Party, and such Agent the Junior Representative, on behalf of itself and the Claimholders for which it acts as agentJunior Secured Obligations Secured Parties, hereby waives all claims any claim against any Senior Secured Obligations Secured Party or the Priority Agent and the Priority ClaimholdersSenior Representative, arising out of any and all actions which the Priority Agent Senior Secured Obligations Secured Parties or the Priority Claimholders Senior Representative may take or permit or omit to take with respect to their Priority to: (i) the Senior Documents (other than this Agreement); (ii) the collection of the Senior Secured Obligations; or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Senior Secured Obligations Collateral. Each AgentThe Junior Representative, on behalf of itself and the Claimholders for which it acts as agentJunior Secured Obligations Secured Parties, agrees that the Priority Agent Senior Secured Obligations Secured Parties and Priority Claimholders shall the Senior Representative have no duty to them the Junior Representative or the Junior Secured Obligations Secured Parties in respect of the maintenance or preservation of the Priority Agent’s Priority Senior Secured Obligations Collateral, the Senior Secured Obligations or otherwise. 4. Each Agent(iv) The Junior Representative, on behalf of itself and the Claimholders for whom it acts as AgentJunior Secured Obligations 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 Collateral that does not constitute its Priority the Senior Secured Obligations Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. 1. (i) No right of the ABL Agent and the ABL ClaimholdersRevolving Facility Secured Parties, the Term Loan Agent and the Term Loan Claimholders, the Control Revolving Facility Security Agent or any of them to enforce any provision of this Agreement or their respective Credit Documents any Revolving Facility 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 partyany Revolving Facility Secured Party or the Revolving Facility Security Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement Agreement, any of the Revolving Facility Documents or their respective Credit any of the Term Loan Documents, regardless of any knowledge thereof which such party the Revolving Facility Security Agent or the Revolving Facility Secured Parties, or any of them, may have or be otherwise charged with. 2. (ii) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of any Borrower and the other Grantors under the applicable Credit DocumentsRevolving Facility Documents and subject to the provisions of Section 3.4(c)), the ABL Revolving Facility Secured Parties, the Revolving Facility Security Agent and the 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 their respective Credit the Revolving Facility Documents or and/or applicable law, without the consent of, or notice to, the other Claimholders and Term Loan Security Agent or any Term Loan Secured Party, without incurring any liabilities to the other Claimholders Term Loan Security Agent or any Term Loan 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 other Claimholders Term Loan Security Agent or any Term Loan Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: a. (1) 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)continuing; b. (2) 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 their respective the Revolving Facility Obligations or any Lien on any Revolving Facility 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 their respective the Revolving Facility 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, subject to the provisions of this Agreement, or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens on the Revolving Facility First Lien Collateral held by such the Revolving Facility Security Agent or such Claimholdersany of the Revolving Facility Secured Parties, their respective the Revolving Facility Obligations or any of their respective Credit the Revolving Facility 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 terms hereof; c. subject to the provisions of this Agreement, (3) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner (subject to the terms hereof) and in any order any part of the Revolving Facility First Lien Collateral or any liability of any Borrower or any other Grantor to such Claimholders the Revolving Facility Secured Parties or such the Revolving Facility Security Agent, or any liability incurred directly or indirectly in respect thereof; x. xxxxxx (4) settle or compromise their respective Obligations or any portion thereof Revolving Facility 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 thereof; and (including their respective Obligations5) in any manner or order; e. subject to the restrictions set forth in this Agreement, exercise or delay in or refrain from exercising any right or remedy against any security Borrower or any other Grantor or any other Person, elect any remedy and otherwise deal freely with any Borrower, any other Grantor or any Revolving Facility First Lien Collateral and any security and any guarantor or any liability of any Borrower or any other Grantor to such Claimholders the Revolving Facility Secured Parties 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. 3. Each (iii) The Term Loan Security Agent, on behalf of itself and the Claimholders for which it acts as agentTerm Loan Secured Parties, also agrees that the Priority Agent Revolving Facility Secured Parties and the Priority Claimholders Revolving Facility Security Agent shall have no liability to such the Term Loan Security Agent or the Claimholders for which it acts as agentany Term Loan Secured Party, and such Agent the Term Loan Security Agent, on behalf of itself and the Claimholders for which it acts as agentTerm Loan Secured Parties, hereby waives all claims any claim against any Revolving Facility Secured Party or the Priority Agent and the Priority ClaimholdersRevolving Facility Security Agent, arising out of any and all actions which the Priority Agent Revolving Facility Secured Parties or the Priority Claimholders Revolving Facility Security Agent may take or permit or omit to take with respect to their Priority to: (1) the Revolving Facility Documents (other than this Agreement); (2) the collection of the Revolving Facility Obligations; or (3) the foreclosure upon, or sale, liquidation or other disposition of, any Revolving Facility First Lien Collateral. Each The Term Loan Security Agent, on behalf of itself and the Claimholders for which it acts as agentTerm Loan Secured Parties, agrees that the Priority Revolving Facility Secured Parties and the Revolving Facility Security Agent and Priority Claimholders shall have no duty to them the Term Loan Security Agent or the Term Loan Secured Parties in respect of the maintenance or preservation of the Priority Agent’s Priority Revolving Facility First Lien Collateral, the Revolving Facility Obligations or otherwise. 4. Each (iv) The Term Loan Security Agent, on behalf of itself and the Claimholders for whom it acts as AgentTerm Loan 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 Collateral that does not constitute its Priority the Revolving Facility First Lien Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. 1. (a) No right of any of the ABL Agent and the ABL Claimholders, the Term Loan Agent and the Term Loan Claimholders, the Control any Agent or any of them to enforce any provision of this Agreement or their respective Credit Documents any 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 partyany other Claimholder or any Agent, or by any noncompliance by any Person person with the terms, provisions and covenants of this Agreement or their respective Credit any of the Loan Documents, regardless of any knowledge thereof which such party any Agent or any other Claimholder may have (or be otherwise charged with). 2. (b) Without in any way limiting the generality of the foregoing paragraph provisions of Section 7.3(a) (but subject to the any rights of the Grantors under the applicable Credit DocumentsABL Documents and subject to the provisions of Section 5.3(a)), the ABL Agent and the ABL Claimholders, and the Term Loan Agent and the Term Loan Claimholders, and any of them Claimholders may, at any time and from time to time in accordance with their respective Credit the ABL Documents or applicable law, without the consent of, or notice to, any of the other Claimholders and Term Claimholders, without incurring any liabilities to any of the other Term Claimholders and without impairing or releasing affecting the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any of the other Term Claimholders is affected, impaired or extinguished thereby) do any one or more of the following: a. 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. 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 their respective Obligations the ABL Debt or guaranty any Lien on any ABL Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of their respective Obligationsthe ABL Debt, 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, subject to the provisions of this Agreement, or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by such Agent or such any of the ABL Claimholders, their respective Obligations the ABL Debt or any of their respective Credit the ABL 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 terms hereof; c. subject to the provisions of this Agreement, (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order all or any part of the ABL Priority Collateral or any liability of any Grantor to such Claimholders or such Agentany ABL Claimholder, or any liability incurred directly or indirectly in respect thereof; x. xxxxxx (iii) settle or compromise their respective Obligations or any portion thereof ABL Debt 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 Obligationsthe ABL Debt) in any manner or order;; and e. subject to the restrictions set forth in this Agreement, (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Personperson, elect any remedy and otherwise deal freely with any Grantor or any ABL Priority Collateral and any security and any guarantor or any liability of any Grantor to any of the ABL Claimholders or any liability incurred directly or indirectly in respect thereof. - 55 - WEIL:\96331350\2\35899.0561 (c) Except as otherwise provided herein, the Term Agent also agrees that the ABL Claimholders shall have no liability to any of the Term Claimholders, and the Term Agent hereby waives any claim of the Term Claimholders against any of the ABL Claimholders arising out of any and all actions which any of the ABL Claimholders may, pursuant to the terms hereof, take, permit or omit to take with respect to: (i) the ABL Documents; (ii) the collection of the ABL Debt; or (iii) the foreclosure upon, or sale, liquidation or other disposition of, or the failure to foreclose upon, or sell, liquidate or otherwise dispose of, any ABL Priority Collateral. The Term Agent agrees that the ABL Claimholders have no duty to the Term Claimholders in respect of the maintenance or preservation of the ABL Priority Collateral, the ABL Debt, or otherwise. (d) Without in any way limiting the generality of the provisions of Section 7.3(a) (but subject to any rights of the Grantors under the Term Documents and subject to the provisions of Section 5.3(b)), the Term Claimholders may, at any time and from time to time in accordance with the Term Documents or applicable law, without the consent of, or notice to, any of the ABL Claimholders, without incurring any liabilities to any of the ABL Claimholders and without impairing or affecting the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any of the ABL 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 Term Debt or any Lien on any Term Collateral or guarantee 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 Term Debt, without any restriction as to the tenor or terms of any such Claimholders increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Term Claimholders, the Term Debt or any of the Term Documents; (ii) subject to Section 3.9, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order all or any part of the Term Priority Collateral or any liability of any Grantor to any Term Claimholder, or any liability incurred directly or indirectly in respect thereof; f. take (iii) settle or fail to take compromise any Lien securing their respective Obligations Term Debt or any other collateral liability of any Grantor or any security for such Obligations therefor or take any liability incurred directly or fail indirectly in respect thereof and apply any sums by whomsoever paid and however realized to take any action which may be necessary liability (including the Term Debt) in any manner or appropriate to ensure that order; and (iv) exercise or delay in or refrain from exercising any Lien securing such Obligations right or remedy against any Grantor or any other Lien upon person, elect any property is duly enforceable remedy and otherwise deal freely with any Grantor or perfected any Term Priority Collateral and any guarantor 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 liability of any or all Liens securing their respective Obligations Grantor to any of the Term Claimholders or any other Liens upon any property at any time securing any such Obligationsliability incurred directly or indirectly in respect thereof. 3. Each Agent(e) Except as otherwise provided herein, on behalf of itself and the Claimholders for which it acts as agent, ABL Agent also agrees that the Priority Agent and the Priority Term Claimholders shall have no liability to such Agent or any of the Claimholders for which it acts as agentABL Claimholders, and such the ABL Agent on behalf of itself and the Claimholders for which it acts as agent, hereby waives all claims any claim of the ABL Claimholders against any of the Priority Agent and the Priority Claimholders, Term Claimholders arising out of any and all actions which WEIL:\96331350\2\35899.0561 any of the Priority Agent or Term Claimholders may, pursuant to the Priority Claimholders may take or terms hereof, take, permit or omit to take with respect to: (i) the Term Documents; (ii) the collection of the Term Debt; or (iii) the foreclosure upon, or sale, liquidation or other disposition of, or the failure to their foreclose upon, or sell, liquidate or otherwise dispose of, any Term Priority Collateral. Each Agent, on behalf of itself and the Claimholders for which it acts as agent, The ABL Agent agrees that the Priority Agent and Priority Term Claimholders shall have no duty to them the ABL Claimholders in respect of the maintenance or preservation of the Priority Agent’s Term Priority Collateral, the Term Debt, or otherwise. 4. Each Agent, on behalf (f) Until the Payment in Full of itself ABL Priority Debt and the Claimholders for whom it acts as AgentPayment in Full of Term Priority Debt, each of the Term Agent and the ABL Agent agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead plead, or otherwise assert assert, or otherwise claim the benefit of, any marshallingmarshaling, appraisal, valuation valuation, or other similar right that may otherwise be available under applicable law with respect to Collateral that does not constitute its the other Agent’s Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. 1. (a) No right of the ABL Agent and the ABL Claimholders, the Term Loan Agent and the Term Loan Claimholders, the Control Agent or any of them Senior Secured Party to enforce any provision of this Agreement or 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 Loan Party or by any act or failure to act by such partyany Senior Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement Agreement, any of the Senior Documents or their respective Credit any of the Junior Documents, regardless of any knowledge thereof which such party any Senior Secured Party may have or be otherwise charged with. 2. (b) Without in any way limiting the generality of the foregoing paragraph clause (but subject to the rights of the Grantors under the applicable Credit Documentsa) (except as set forth in any Loan Document), the ABL Agent and the ABL Claimholderseach Senior Secured Party, 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 their respective Credit Documents or applicable lawtime, without the consent of, or notice to, the other Claimholders and any Junior Secured Party, without incurring any liabilities liability to the other Claimholders any Junior Secured Party 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 other Claimholders any Junior Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: a. 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. 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 Senior Claim, any Lien in respect of their respective Obligations or any Senior Collateral, any guaranty thereof of any Senior Claim, or any liability of any Grantor, or any liability Loan Party incurred directly or indirectly in respect thereof of any of the foregoing (including any increase in or extension of their respective Obligationsthe Senior Claims, 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, subject to the provisions of this Agreement, or otherwise amend, renew, exchange, extend, modify or supplement in any manner the Senior Claims, any Liens held by such Agent or such Claimholdersthe Senior Agent, their respective Obligations the Senior Secured Parties, or any of their respective Credit the Senior 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 terms hereof; c. subject to the provisions of this Agreement, (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Senior Collateral or any liability of any Grantor Loan Party to such Claimholders the Senior Agent or such Agentany Senior Secured Party, or any liability incurred directly or indirectly in respect thereof; x. xxxxxx (iii) settle or compromise their respective Obligations or any portion thereof Senior Claim or any other liability of any Grantor Loan 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 (including their respective Obligationsthe Senior Claims) in any manner or order;; and e. subject to the restrictions set forth in this Agreement, (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor Loan Party or any other Person, elect any remedy and otherwise deal freely with any Grantor or any the Loan Parties, the Senior Collateral and any security and security, any guarantor or any liability of any Grantor Loan Party to such Claimholders any Senior Secured Party, or any liability incurred directly or indirectly 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 Obligationsforegoing. 3. Each (c) The Junior Agent, on behalf of itself and the Claimholders for which it acts as agenteach Junior Secured Party, also agrees that the Priority Agent no Senior Secured Party shall have any duty or liability to any Junior Secured Party, and the Priority Claimholders shall have no liability to such Agent or the Claimholders for which it acts as agentJunior Agent, and such Agent on behalf of itself and the Claimholders for which it acts as agenteach Junior Secured Party, hereby waives all claims against the Priority Agent and the Priority Claimholders, each Senior Secured Party arising out of any and all actions which the Priority Agent or the Priority Claimholders any Senior Secured Party may take or permit or omit to take with respect to their Priority to: (i) the Senior Documents, (ii) the collection of the Senior Claims, (iii) the foreclosure upon, or sale, liquidation or other disposition of, the Senior Collateral. Each Agent, on behalf (iv) the release 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 any Lien in respect of any Senior Collateral, or (v) the maintenance or preservation of the Priority Agent’s Priority Senior Collateral, the Senior Claims or otherwise. 4. Each (d) The Junior Agent, on behalf of itself and the Claimholders for whom it acts as Agenteach Junior Secured Party, in respect of any Collateral 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 lawlaw in respect of such Collateral.