Common use of No Waiver of Lien Priorities Clause in Contracts

No Waiver of Lien Priorities. (i) No right of the Term Secured Parties, the Term Collateral Agent or any of them to enforce any provision of this Agreement or 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 Company or any other Grantor or by any act or failure to act by any Term Secured Party or the Term Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Term Documents or any of the ABL Documents, regardless of any knowledge thereof which the Term Collateral Agent or the Term Secured Parties, or any of them, may have or be otherwise charged with. (ii) 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 Term Documents and subject to the provisions of Section 2.4(c) (Amendments)), the Term Secured Parties, the Term Collateral Agent and any of them may, at any time and from time to time in accordance with the Term Documents and/or applicable law, without the consent of, or notice to, the ABL Collateral Agent or any ABL Secured Party, without incurring any liabilities to the ABL Collateral Agent or 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 of the ABL Collateral Agent or any ABL Secured Party is affected, impaired or extinguished thereby) do any one or more of the following:

No Waiver of Lien Priorities. (i) No right of the Term ABL Secured Parties, the Term ABL Collateral Agent or any of them to enforce any provision of this Agreement or any Term ABL 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 any Term ABL Secured Party or the Term ABL Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the ABL Documents, any of the Term Documents or any of the ABL Notes Documents, regardless of any knowledge thereof which the Term ABL Collateral Agent or the Term ABL Secured Parties, or any of them, may have or be otherwise charged with. (ii) . 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 Term ABL Documents and subject to the provisions of Section 2.4(c) (Amendments3.4(c)), the Term ABL Secured Parties, the Term ABL Collateral Agent and any of them may, at any time and from time to time in accordance with the Term ABL Documents and/or applicable law, without the consent of, or notice to, the ABL Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any ABL Notes Secured Party, Party without incurring any liabilities to the ABL Term Collateral Agent, any Term Secured Parties, the Notes Collateral Agent or any ABL Notes 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 Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any ABL Notes Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: (a) sell, exchange, realize upon, enforce or otherwise deal with in any manner (subject to the terms hereof) and in any order any part of the ABL Priority Collateral or any liability of the Company or any other Grantor to the ABL Secured Parties or the ABL Collateral Agent, or any liability incurred directly or indirectly in respect thereof; (b) settle or compromise any ABL Obligation or any other liability of the Company or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof; and (c) exercise or delay in or refrain from exercising any right or remedy against the Company or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with the Company, any other Grantor or any ABL Priority Collateral and any security and any guarantor or any liability of the Company or any other Grantor to the ABL Secured Parties or any liability incurred directly or indirectly in respect thereof. The Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, also agree that the ABL Secured Parties and the ABL Collateral Agent shall have no liability to the Term Collateral Agent, any Term Secured Party, the Notes Collateral Agent or any Notes Secured Party, and the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, hereby waive any claim against any ABL Secured Party or the ABL Collateral Agent, arising out of any and all actions which the ABL Secured Parties or the ABL Collateral Agent may take or permit or omit to take with respect to: (a) the ABL Documents (other than this Agreement); (b) the collection of the ABL Obligations; or (c) the foreclosure upon, or sale, liquidation or other disposition of, any ABL Priority Collateral. The Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that the ABL Secured Parties and the ABL Collateral Agent have no duty to the Term Collateral Agent, the Term Secured Parties, the Notes Collateral Agent or the Notes Secured Parties in respect of the maintenance or preservation of the ABL Priority Collateral, the ABL Obligations or otherwise. The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, also agrees that the Term Secured Parties and the Term Collateral Agent shall have no liability to the Notes Collateral Agent or any Notes Secured Party, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, hereby waives any claim against any Term Secured Party or the Term Collateral Agent, arising out of any and all actions which the Term Secured Parties or the Term Collateral Agent may take or permit or omit to take with respect 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 ABL Priority Collateral. The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that the Term Secured Parties and the Term Collateral Agent have no duty to the Notes Collateral Agent or the Notes Secured Parties in respect of the maintenance or preservation of the ABL Priority Collateral, the Term Obligations or otherwise. The Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree not to assert and hereby waive, 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. The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees not to assert and hereby waive, 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. (i) No right of the Term Representatives, the other Term Secured Parties, the Term Collateral Agent or any of them to enforce any provision of this Agreement or 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 Company any Borrower or any other Grantor or by any act or failure to act by the Designated Term Representative or any other Term Secured Party or the Term Collateral AgentParty, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Term Documents or any of the ABL Documents, regardless of any knowledge thereof which the Designated Term Collateral Agent Representative or the other Term Secured Parties, or any of them, may have or be otherwise charged with. (ii) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company any Borrower and the other Grantors under the Term Documents and subject to the other provisions of Section 2.4(c) (Amendments)this Agreement), the Term Representatives, the other Term Secured Parties, the Term Collateral Agent and any of them them, may, at any time and from time to time in accordance with the Term Documents and/or applicable law, without the consent of, or notice to, the ABL Collateral Agent or any other ABL Secured Party, without incurring any liabilities to the ABL Collateral Agent or any other 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 Collateral Agent or any other ABL Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: (A) sell, exchange, 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 any Borrower or any other Grantor to the Term Representatives or the other Term Secured Parties, or any liability incurred directly or indirectly in respect thereof; (B) settle or compromise any Term 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 (C) 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 Borrower, any other Grantor or any Term Priority Collateral and any security and any guarantor or any liability of any Borrower or any other Grantor to the Term Secured Parties or any liability incurred directly or indirectly in respect thereof. (iii) The ABL Agent, on behalf of itself and the other ABL Secured Parties, also agrees that the Term Representatives and the other Term Secured Parties shall have no liability to the ABL Agent or any other ABL Secured Party, and the ABL Agent, on behalf of itself and the other ABL Secured Parties, hereby waives any claim against the Term Representatives and any other Term Secured Party, arising out of any and all actions which the Term Representatives or the other Term Secured Parties may take or permit or omit to take with respect 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 Collateral in accordance with this Agreement and applicable law. The ABL Agent, on behalf of itself and the other ABL Secured Parties, agrees that the Term Representatives and the other Term Secured Parties have no duty to the ABL Agent or the other ABL Secured Parties in respect of the maintenance or preservation of the Term Priority Collateral, the Term Obligations or otherwise, except as otherwise provided in this Agreement. (iv) The ABL Agent, on behalf of itself and the other 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 the Term Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (ia) No right of any First Lien Secured Party or the Term Secured Parties, the Term Collateral First Lien Agent or any of them to enforce any provision of this Agreement or any Term First Lien Loan 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 Borrower or any other Grantor Loan Party or by any act or failure to act by any Term First Lien Secured Party or the Term Collateral First Lien Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Term First Lien Loan Documents or any of the ABL Second Lien Loan Documents, regardless of any knowledge thereof which the Term Collateral First Lien Agent or the Term any First Lien Secured Parties, or any of them, Parties may have or be otherwise charged with. (iib) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company Borrower and the other Grantors Loan Parties under the Term First Lien Loan Documents and subject to the provisions of Section 2.4(c5.3(a) (Amendments)hereof), the Term First Lien Secured Parties, the Term Collateral First Lien Agent and any of them may, at any time and from time to time in accordance with the Term First Lien Loan Documents and/or applicable law, without the consent of, or notice to, the ABL Collateral Second Lien Agent or any ABL Second Lien Secured Party, without incurring any liabilities to the ABL Collateral Second Lien Agent or any ABL Second 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 ABL Collateral Second Lien Agent or any ABL Second Lien Secured Party is affected, impaired or extinguished thereby) do any one or more of the following:

No Waiver of Lien Priorities. (i) No right of the Term Secured Parties, the Term Collateral Agent or any of them to enforce any provision of this Agreement or 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 Company or any other Grantor or by any act or failure to act by any Term Secured Party or the Term Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Term Documents, any of the ABL Documents or any of the ABL Notes Documents, regardless of any knowledge thereof which the Term Collateral Agent or the Term Secured Parties, or any of them, may have or be otherwise charged with. (ii) . 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 Term Documents and subject to the provisions of Section 2.4(c) (Amendments)), the Term Secured Parties, the Term Collateral Agent and any of them may, at any time and from time to time in accordance with the Term Documents and/or applicable law, without the consent of, or notice to, the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any ABL Notes Secured Party, without incurring any liabilities to the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any ABL Notes 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 Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any ABL Notes Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: (a) sell, exchange, realize upon, enforce or otherwise deal with in any manner (subject to the terms hereof) and in any order any part of the TL Priority Collateral or any liability of the Company or any other Grantor to the Term Secured Parties or the Term Collateral Agent, or any liability incurred directly or indirectly in respect thereof; (b) settle or compromise any Term Obligation or any other liability of the Company or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof; and (c) exercise or delay in or refrain from exercising any right or remedy against the Company or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with the Company, any other Grantor or any TL Priority Collateral and any security and any guarantor or any liability of the Company or any other Grantor to the Term Secured Parties or any liability incurred directly or indirectly in respect thereof. The ABL Collateral Agent, on behalf of itself and the ABL Secured Parties and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, also agree that the Term Secured Parties and the Term Collateral Agent shall have no liability to the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party, and the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, hereby waive any claim against any Term Secured Party or the Term Collateral Agent, arising out of any and all actions which the Term Secured Parties or the Term Collateral Agent may take or permit or omit to take with respect 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 TL Priority Collateral. The ABL Collateral Agent, on behalf of itself and the ABL Secured Parties and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that the Term Secured Parties and the Term Collateral Agent have no duty to the ABL Collateral Agent, the ABL Secured Parties, the Notes Collateral Agent or the Notes Secured Parties in respect of the maintenance or preservation of the TL Priority Collateral, the Term Obligations or otherwise. The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, also agrees that the ABL Secured Parties and the ABL Collateral Agent shall have no liability to the Notes Collateral Agent or any Notes Secured Party, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, hereby waives any claim against any ABL Secured Party or the ABL Collateral Agent, arising out of any and all actions which the ABL Secured Parties or the ABL Collateral Agent may take or permit or omit to take with respect to: (a) the ABL Documents (other than this Agreement); (b) the collection of the ABL Obligations; or (c) the foreclosure upon, or sale, liquidation or other disposition of, any TL Priority Collateral. The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that the ABL Secured Parties and the ABL Collateral Agent have no duty to the Notes Collateral Agent or the Notes Secured Parties in respect of the maintenance or preservation of the TL Priority Collateral, the ABL Obligations or otherwise. The ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties agree not to assert and hereby waive, 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 TL Priority Collateral or any other similar rights a junior secured creditor may have under applicable law. The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees not to assert and hereby waive, 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 TL Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (i) No right of the Term Representatives, the other Term Secured Parties, the Term Collateral Agent or any of them to enforce any provision of this Agreement or 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 Company ARC or any other Grantor or by any act or failure to act by the Designated Term Representative or any other Term Secured Party or the Term Collateral AgentParty, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Term Documents or any of the ABL Documents, regardless of any knowledge thereof which the Designated Term Collateral Agent Representative or the other Term Secured Parties, or any of them, may have or be otherwise charged with. (ii) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company ARC and the other Grantors under the Term Documents and subject to the other provisions of Section 2.4(c) (Amendments)this Agreement), the Term Representatives, the other Term Secured Parties, the Term Collateral Agent and any of them them, may, at any time and from time to time in accordance with the Term Documents and/or applicable law, without the consent of, or notice to, the ABL Collateral Agent or any other ABL Secured Party, without incurring any liabilities to the ABL Collateral Agent or any other 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 Collateral Agent or any other ABL Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: (A) sell, exchange, 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 ARC or any other Grantor to the Term Representatives or the other Term Secured Parties, or any liability incurred directly or indirectly in respect thereof; (B) settle or compromise any Term Obligation or any other liability of ARC or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof; and (C) exercise or delay in or refrain from exercising any right or remedy against ARC or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with ARC, any other Grantor or any Term Priority Collateral and any security and any guarantor or any liability of ARC or any other Grantor to the Term Secured Parties or any liability incurred directly or indirectly in respect thereof. (iii) ABL Agent, on behalf of itself and the other ABL Secured Parties, also agrees that the Term Representatives and the other Term Secured Parties shall have no liability to ABL Agent or any other ABL Secured Party, and ABL Agent, on behalf of itself and the other ABL Secured Parties, hereby waives any claim against the Term Representatives and any other Term Secured Party, arising out of any and all actions which the Term Representatives or the other Term Secured Parties may take or permit or omit to take with respect 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 Collateral in accordance with this Agreement and applicable law. ABL Agent, on behalf of itself and the other ABL Secured Parties, agrees that the Term Representatives and the other Term Secured Parties have no duty to ABL Agent or the other ABL Secured Parties in respect of the maintenance or preservation of the Term Priority Collateral, the Term Obligations or otherwise, except as otherwise provided in this Agreement. (iv) ABL Agent, on behalf of itself and the other 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 marshaling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Term Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

No Waiver of Lien Priorities. (ia) No right of the Term Secured Parties, the Term Collateral Agent or Secured Party of any of them Class to enforce any provision of this Agreement or any Term Credit Document of such Class 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 any Term Agent or any Secured Party or the Term Collateral AgentParty, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Term Documents Agreement or any of the ABL DocumentsCredit Document, regardless of any knowledge thereof which the Term Collateral that any Agent or the Term any Secured Parties, or any of them, Party may have or be otherwise charged with. (iib) Without in any way limiting the generality of the foregoing paragraph (a) of this Section (but subject to the rights of the Company and the other Grantors under the Term Credit Documents and subject to the provisions of Section 2.4(c) (Amendments)Sections 2.03 and 5.03), the Term Secured Parties, the Term Collateral Agent and Secured Parties of any of them Class may, at any time and from time to time in accordance with the Term Credit Documents and/or of such Class and applicable law, without the consent of, or notice to, or incurring any liability to, the ABL Collateral Agent or any ABL Secured Party, without incurring any liabilities to the ABL Collateral Agent or any ABL Secured Party of the other Class and without impairing or releasing the relative Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the ABL Collateral Agent or any ABL Secured Party of such other Class is affected, impaired or extinguished thereby) do any one or more of the following: (i) change the time, manner or place of payment of, or Amend any other term of, any Obligation of such first Class (including any increase in or extension of any such Obligations, without any restriction as to the tenor or terms of any such increase or extension); Amend any guarantee thereof, any other liability of any Grantor, any liability incurred directly or indirectly in respect thereof or any of their Senior Liens; Refinance any of their Obligations; or otherwise Amend any Credit Document of such first Class; (ii) sell, exchange, release, surrender, realize upon or enforce, or otherwise deal in any manner and in any order with, any Collateral subject to their Senior Liens or any liability of any Grantor to the Agent or any Secured Party of such first Class, or any liability incurred directly or indirectly in respect thereof; (iii) settle or compromise any Obligation of such first Class or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and, subject to the express pay over provisions set forth herein, apply any sums by whomsoever paid and however realized to any liability (including any Obligation of such first Class) in any manner or order; and (iv) exercise, or delay in or refrain from exercising, any right or remedy against any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor or any Collateral subject to their Senior Liens and any liability incurred directly or indirectly in respect thereof. (c) Except as otherwise provided herein, each Agent, for itself and on behalf of its Related Secured Parties, agrees that the Agent and Secured Parties of the other Class shall have no liability to such Agent or any of its Related Secured Parties, and hereby waives any claim against the Agent and Secured Parties of such other Class arising out of any and all actions that the Agent or any Secured Party of such other Class may take or permit or omit to take with respect to: (i) the Credit Documents of such other Class (other than as provided in this Agreement); (ii) the collection of the Obligations of such other Class (other than in violation of the express provisions of this Agreement); or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Collateral subject to the Senior Liens of the Agent and the Secured Parties of such other Class. Each Agent, for itself and on behalf of its Related Secured Parties, agrees that the Agent and Secured Parties of the other Class have no duty to such Agent and its Related Secured Parties in respect of the maintenance or preservation of any Collateral subject to the Senior Liens of the Agent and the Secured Parties of such other Class or otherwise. (d) Until the Discharge of Obligations of such other Class, each Agent, for itself and on behalf of its Related 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 marshaling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to any Collateral subject to any Senior Lien of the Agent or any Secured Party of the other Class or any other similar rights a junior secured creditor may have under applicable law.