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

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

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

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

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

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

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by the Company or any Grantor ABL Loan Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby waives notice of acceptance, or proof of reliance by the ABL Collateral Agent or any ABL Secured Party Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All New First Lien Shared Collateral Obligations at any time made or incurred by the Company or any Grantor Shared Collateral Loan Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral ABL Agent, on behalf of itself and the New First Lien ABL Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Shared Collateral Agent Agents or the New First Lien any Shared Collateral Secured Parties Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien Shared Collateral Obligations. (b) None of the ABL Collateral Agent, any ABL Secured Party Party, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common ABL Collateral or any Proceeds thereofProceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Common ABL Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common ABL Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party honors (or fails to honor) a request by any ABL Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether or not the ABL Collateral Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien Shared Collateral Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured Party shall have any liability whatsoever to the New First Lien Shared Collateral Agent Agents or any New First Lien Shared Collateral Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Collateral Agent and the ABL Secured Parties Party shall be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the New First Lien Shared Collateral Agent Agents or any New First Lien of the Shared Collateral Secured Party Parties have in the Common ABL Collateral, except as otherwise expressly set forth in this Agreement. The New First Lien Shared Collateral AgentAgents, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees agree that neither the ABL Collateral Agent nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Common ABL Collateral or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. (c) None of the Shared Collateral Agents, any Shared Collateral Secured Party, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Canadian Pledge Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Canadian Pledge Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Canadian Pledge Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. The New First Lien Shared Collateral Agent and the New First Lien Shared Collateral Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any New First Lien Document Shared Collateral Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the ABL Agent or any of the ABL Collateral Agent or any ABL Secured PartiesParties have in the Canadian Pledge Collateral, except as otherwise expressly set forth in this Agreement. The ABL Agent, on behalf of the ABL Secured Parties, agrees that no Shared Collateral Agent nor any Shared Collateral Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Canadian Pledge Collateral or Proceeds thereof, pursuant to the Shared Collateral Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement.

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

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

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

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

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

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

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

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred To the fullest extent permitted by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreementapplicable law, and the New First Second Lien Collateral Agent, on behalf of itself and each Second Lien Lender, hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the New First Lien Secured PartiesCredit Agreement, hereby waives or the creation or existence of any First Lien Indebtedness; (iii) notice of acceptancethe amount of the First Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such Second Lien Agent's or such Second Lien Lender's risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the First Lien Loan Documents; (vi) notice of any Default or proof Event of reliance by Default under the ABL Collateral First Lien Loan Documents or otherwise relating to the First Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Second Lien Agent under this Agreement) and demands to which Second Lien Agent or any ABL Secured Party of this AgreementSecond Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All New First Second Lien Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself and each Second Lien Lender, waives the New right by statute or otherwise to require First Lien Secured PartiesAgent, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Collateral Co-Agent or the New any holder of First Lien Secured Parties of this Agreement, Indebtedness to institute suit against any Obligor or to exhaust any rights and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New remedies which First Lien Obligations. (b) None of the ABL Collateral Agent, First Lien Co-Agent, any ABL Secured Party First Lien Lender or any holder of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect or realize upon any of the Common Collateral or any Proceeds thereof, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether the ABL Collateral Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien Document (but not a default under this Agreement) Indebtedness has or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or may have against any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured Party shall have any liability whatsoever to the New First Obligor. Second Lien Collateral Agent or any New First Lien Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Collateral Agent and the ABL Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the New First Lien Collateral Agent or any New First Lien Secured Party have in the Common Collateral, except as otherwise expressly set forth in this Agreement. The New First Lien Collateral Agent, on behalf of itself and the New First each Second Lien Secured PartiesLender, agrees that neither the ABL Collateral Agent nor further waives any ABL Secured Party shall incur defense arising by reason of any liability as a result of a sale, lease, license, application, disability or other disposition defense of all any Obligor or any portion by reason of the Common Collateral or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. The New First Lien Collateral Agent and the New First Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under cessation from any New First Lien Document as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests cause whatsoever of the ABL Collateral Agent or any ABL Secured Parties, except as otherwise expressly set forth liability of such Obligor in this Agreementrespect thereof.

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

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

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by the Company any Borrower or any Grantor Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien each Cash Flow Collateral Agent, on behalf of itself and the New First Lien Cash Flow Collateral Secured PartiesParties represented thereby, hereby waives notice of acceptanceacceptance of, or proof of reliance by the ABL Collateral Agent or any ABL Secured Party of Lender on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All New First Lien Cash Flow Collateral Obligations at any time made or incurred by the Company any Borrower or any Grantor Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien ABL Agent, on behalf of itself and the ABL Lenders, and each Cash Flow Collateral Agent, on behalf of itself and the New First Lien Cash Flow Collateral Secured PartiesParties represented thereby, hereby waives notice of acceptance, or proof of reliance, by the New First Lien any Cash Flow Collateral Agent or the New First Lien any Cash Flow Collateral Secured Parties Party represented thereby of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien Cash Flow Collateral Obligations. (b) None of the ABL Collateral Agent, any ABL Secured Party Lender, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereofProceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party Lender honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether the ABL Collateral Agent or any ABL Secured Party Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien Cash Flow Collateral Credit Facility or any other Cash Flow Collateral Document to which any other Cash Flow Collateral Agent or any Cash Flow Collateral Secured party represented thereby is a party or beneficiary (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party Lender otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured Party Lender shall have any liability whatsoever to the New First Lien any Cash Flow Collateral Agent or any New First Lien Cash Flow Collateral Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Collateral Agent and the ABL Secured Parties Lenders shall be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the New First Lien any Cash Flow Collateral Agent or any New First Lien Cash Flow Collateral Secured Party have has in the Common Collateral, except as otherwise expressly set forth in this Agreement. The New First Lien Any Cash Flow Collateral Agent, on behalf of itself and the New First Lien Cash Flow Collateral Secured PartiesParties represented thereby, agrees that neither the ABL Collateral Agent nor any ABL Secured Party Lender shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Common Collateral or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. (c) None of any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), any Cash Flow Collateral Secured Parties represented thereby, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to the ABL Agent or any ABL Lender for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. The New First Lien If any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to any Cash Flow Collateral Credit Facility or any of the other Cash Flow Collateral Documents, whether such Cash Flow Collateral Agent or Cash Flow Collateral Secured Party represented thereby has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any ABL Credit Agreement or any other ABL Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby otherwise should exercise any of its contractual rights or remedies under its respective Cash Flow Collateral Documents (subject to the express terms and conditions hereof), neither such Cash Flow Collateral Agent nor any Cash Flow Collateral Secured Party represented thereby shall have any liability whatsoever to the ABL Agent or any ABL Lender as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). Each Cash Flow Collateral Agent and the New First Lien Cash Flow Collateral Secured Parties represented thereby shall be entitled to manage and supervise their loans and extensions of credit under any New First Lien Document the Cash Flow Collateral Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests of that the ABL Collateral Agent or any ABL Secured PartiesLender has in the Collateral, except as otherwise expressly set forth in this Agreement. The ABL Agent, on behalf of itself and the ABL Lenders agrees that no Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) nor any Cash Flow Collateral Secured Parties shall incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the Cash Flow Collateral Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. (d) None of any Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable), any Cash Flow Collateral Secured Party represented thereby, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to any other Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Cash Flow Collateral Agents, each on behalf of itself and the Additional Creditors represented thereby, including pursuant to the Cash Flow Intercreditor Agreement). If any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to any Cash Flow Collateral Credit Facility or any of the other Cash Flow Collateral Documents, whether such Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any Cash Flow Collateral Credit Facility or any other Cash Flow Collateral Document to which any other Cash Flow Collateral Agent or any Cash Flow Collateral Secured party represented thereby is party or beneficiary (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party otherwise should exercise any of its contractual rights or remedies under the Cash Flow Collateral Documents (subject to the express terms and conditions hereof), neither such Cash Flow Collateral Agent nor any Cash Flow Collateral Secured Party shall have any liability whatsoever to any other Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement) (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Cash Flow Collateral Agents, each on behalf of itself and the Cash Flow Collateral Secured Parties represented thereby, including pursuant to the Cash Flow Intercreditor Agreement). Each Cash Flow Collateral Agent and the Cash Flow Collateral Secured Parties represented thereby shall be entitled to manage and supervise their loans and extensions of credit under the Cash Flow Collateral Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that any other Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby, has in the Collateral, except as otherwise expressly set forth in this Agreement (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Cash Flow Collateral Agents, each on behalf of itself and the Cash Flow Collateral Secured Parties represented thereby, including pursuant to the Cash Flow Intercreditor Agreement). Any Cash Flow Collateral Agent, on behalf of itself and the Cash Flow Collateral Secured Parties represented thereby, agrees that no other Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) nor any Cash Flow Collateral Secured Party represented thereby shall incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the Cash Flow Collateral Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Cash Flow Collateral Agents, each on behalf of itself and the Cash Flow Collateral Secured Parties represented thereby, including pursuant to the Cash Flow Intercreditor Agreement).

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at To the fullest extent permitted by applicable law, Subordinated Creditor hereby waives: (i) notice of acceptance hereof; (ii) notice of any time loans or other financial accommodations made or incurred by extended under the Company Senior Debt Documents, or the creation or existence of any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby waives Senior Debt; (iii) notice of acceptancethe amount of the Senior Debt; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase any Subordinated Creditor’s risk hereunder; (v) notice of presentment for payment, or proof of reliance by the ABL Collateral Agent or any ABL Secured Party of this Agreementdemand, protest, and notice thereof as to any instrument among the Senior Debt Documents; (vi) notice of any Default or Event of Default under the existence, increase, renewal, extension, accrual, creation, Senior Debt Documents or non-payment of otherwise relating to the Senior Debt; and (vii) all or any part of other notices (except if such notice is specifically required to be given to the ABL Obligations. All New First Lien Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon Subordinated Creditor under this Agreement, ) and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Collateral Agent or the New First Lien Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or demands to which any part of the New First Lien ObligationsSubordinated Creditor might otherwise be entitled. (b) To the fullest extent permitted by applicable law, Subordinated Creditor waives the right by statute or otherwise to require the Senior Agent, any Senior Creditor or any holder of Senior Debt to institute suit against any Obligor or to exhaust any rights and remedies which the Senior Agent, any Senior Creditor or any holder of Senior Debt has or may have against any Obligor. Subordinated Creditor further waives any defense arising by reason of any disability or other defense (other than the defense that the Payment in Full of the Senior Debt has occurred (subject to the provisions of Section 7)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. (c) To the fullest extent permitted by applicable law, Subordinated Creditor hereby waives: (i) any rights to assert against the Senior Agent, the Senior Creditors or any other holder of Senior Debt any defense (legal or equitable), set-off, counterclaim, or claim which any Subordinated Creditor may now or at any time hereafter have against any Obligor or any other party liable to the Senior Agent, the Senior Creditors, any other holder of Senior Debt; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior Debt, any Subordinated Debt or any security for either; (iii) any defense arising by reason of any claim or defense based upon an election of remedies by the Senior Agent, the Senior Creditors or any other holder of Senior Debt; and (iv) the benefit of any statute of limitations affecting any Subordinated Creditor’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Debt shall similarly operate to defer or delay the operation of such statute of limitations applicable to any Subordinated Creditor’s obligations hereunder. (d) Until such time as the Payment in Full of the Senior Debt shall have occurred, (i) Subordinated Creditor hereby waives and postpones any right of subrogation it has or may have as against any Obligor with respect to any Senior Debt; and (ii) in addition, Subordinated Creditor hereby waives and postpones any right to proceed against any Obligor or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective of whether direct or indirect, liquidated or contingent), with respect to any Senior Debt. (e) Without limiting the generality of any other waiver or other provision set forth in this Agreement, Subordinated Creditor, to the fullest extent permitted by law, hereby waives all rights and defenses arising out of an election of remedies by the Senior Agent, the Senior Creditors or any other holder of Senior Debt, even though that election of remedies has destroyed any Subordinated Creditor’s rights of subrogation and reimbursement against any obligor by the operation of any applicable law. (f) None of the ABL Collateral Senior Agent, any ABL Secured Party Senior Creditor or any other holder of Senior Debt or any of their respective Affiliatesaffiliates, directors, officers, employees, advisors, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereof, or for any delay in doing so, so or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Senior Agent or any ABL Secured Party Senior Creditor honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement Obligors for an extension of credit pursuant to any ABL the Senior Credit Agreement Agreements or any of the other ABL Senior Debt Documents, whether the ABL Collateral Senior Agent or any ABL Secured Party Senior Creditor has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien Document (but not a default under this Agreement) the Subordinated Debt Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Senior Agent or any ABL Secured Party Senior Creditor otherwise should exercise any of its contractual rights or remedies under any ABL the Senior Debt Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Senior Agent nor any ABL Secured Party Senior Creditor shall have any liability whatsoever to the New First Lien Collateral Agent or any New First Lien Secured Party Subordinated Creditor as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement)exercise. The ABL Collateral Senior Agent and the ABL Secured Parties shall Senior Creditors will be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Senior Debt Documents as they the Senior Agent and the Senior Creditors may, in their sole discretion, deem appropriate, and the Senior Agent, each Senior Creditor and each other holder of Senior Debt may manage their loans and extensions of credit without regard to any rights or interests that the New First Lien Collateral Agent or any New First Lien Secured Party Subordinated Creditor may have in the Common Collateral, except as otherwise expressly set forth in this AgreementCollateral or otherwise. The New First Lien Collateral Subordinated Creditor agrees that none of the Senior Agent, on behalf any Senior Creditor or any other holder of itself and the New First Lien Secured Parties, agrees that neither the ABL Collateral Agent nor any ABL Secured Party Senior Debt shall incur any liability as a result of a sale, lease, license, application, application or other disposition of all or any portion of the Common Collateral or any part or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is thereof conducted in accordance with mandatory provisions of applicable law and does not breach the provisions terms of this Agreement. The New First Lien Collateral Agent Senior Agent, each Senior Creditor and the New First Lien Secured Parties shall be entitled each holder of Senior Debt may from time to manage time, enter into agreements and supervise their loans and extensions of credit under any New First Lien Document settlements with Obligors as they may, may determine in their sole discretiondiscretion without impairing any of the subordinations, deem appropriatepriorities, and may manage their loans and extensions of credit without regard to any rights or interests obligations of the ABL Collateral Agent parties under this Agreement, including substituting Collateral, releasing any Lien and releasing any Obligor. Subordinated Creditor waives any and all rights it may have to require the Senior Agent, any Senior Creditor or any ABL Secured Partiesholder of Senior Debt to marshal assets, except as otherwise expressly set forth to exercise rights or remedies in this Agreementa particular manner or order, or to forbear from exercising such rights and remedies in any particular manner or order.

Notice of Acceptance and Other Waivers. (a) All ABL First Lien Obligations at any time made or incurred by the Company Borrower or any Grantor Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, hereby waives notice of acceptance, or proof of reliance by the ABL Collateral First Lien Agent or any ABL First Lien Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL First Lien Obligations. All New First Second Lien Obligations at any time made or incurred by the Company Borrower or any Grantor Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Second Lien Collateral Agent or the New First any Second Lien Secured Parties Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Second Lien Obligations. (b) None of the ABL Collateral First Lien Agent, any ABL First Lien Secured Party Party, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereofProceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral First Lien Agent or any ABL Secured Party honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether the ABL Collateral Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL First Lien Loan Documents (subject to the express terms and conditions hereof), neither the ABL Collateral First Lien Agent nor any ABL First Lien Secured Party shall have any liability whatsoever to the New First Second Lien Collateral Agent or any New First Second Lien Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Collateral First Lien Agent and the ABL First Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any ABL First Lien Credit Agreement and any of the other ABL First Lien Loan Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the New First Second Lien Collateral Agent or any New First of the Second Lien Secured Party Parties have in the Common Collateral, except as otherwise expressly set forth in this Agreement. The New First Subject to Sections 2.4 and 4.1, the Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that neither the ABL Collateral First Lien Agent nor any ABL First Lien Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Common Collateral or Proceeds thereof, pursuant to the ABL First Lien Loan Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. The New First Lien Collateral Agent and the New First Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any New First Lien Document as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests of the ABL Collateral Agent or any ABL Secured Parties, except as otherwise expressly set forth in this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Notice of Acceptance and Other Waivers. (a) All ABL Obligations Revolving Debt at any time made or incurred by the Company or any Grantor Revolving Loan Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Note Collateral Agent, Agent on behalf of itself and the New First Lien Secured PartiesHY Note Holders, hereby waives notice of acceptance, or proof of reliance by the ABL Collateral Revolving Credit Agent or any ABL Revolving Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL ObligationsRevolving Debt. All New First Lien Obligations at any time made or incurred by the Company or any Grantor Secured HY Debt shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Revolving Credit Agent, on behalf of itself and the New First Lien Revolving Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Note Collateral Agent or the New First Lien Secured Parties HY Note Holders of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien ObligationsSecured HY Debt. (b) None of the ABL Collateral Agent, any ABL Secured No Party or any of their its respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereofProceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Revolving Credit Agent or any ABL Secured Party Revolving Lender honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement Loan Party for an extension of credit pursuant to any ABL the Revolving Credit Agreement or any of the other ABL Revolving Loan Documents, whether the ABL Collateral Revolving Credit Agent or any ABL Secured Party Revolving Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms Secured HY Event of any New First Lien Document Default (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a defaultSecured HY Event of Default, or if the ABL Collateral Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Revolving Loan Agreements or Secured HY Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured no Party shall have any liability whatsoever to the New First Lien Collateral Agent or any New First Lien Secured other Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Collateral Agent and the ABL Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the New First Lien Collateral Agent or any New First Lien Secured Party have in the Common Collateral, except as otherwise expressly set forth in this Agreement. The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that neither the ABL Collateral Agent nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Common Collateral or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. The New First Lien Collateral Agent and the New First Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any New First Lien Document as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests of the ABL Collateral Agent or any ABL Secured Parties, except as otherwise expressly set forth in this Agreement.

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations To the fullest extent permitted by applicable law, Junior Agent hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Senior Credit Agreement, or the creation or existence of any Senior Indebtedness; (iii) notice of the amount of the Senior Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such Junior Agent’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Senior Loan Documents; (vi) notice of any Default or Event of Default under the Senior Loan Documents or otherwise relating to the Senior Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Junior Agent under this Agreement) and demands to which Junior Agent might otherwise be entitled. To the fullest extent permitted by applicable law, Senior Agent hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Junior Credit Agreement, or the creation or existence of any Junior Indebtedness; (iii) notice of the amount of the Junior Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such Senior Agent’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Junior Loan Documents; (vi) notice of any Default or Event of Default under the Junior Loan Documents or otherwise relating to the Junior Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Senior Agent under this Agreement) and demands to which Senior Agent might otherwise be entitled. (2) To the fullest extent permitted by applicable law, Junior Agent waives the right by statute or otherwise to require Senior Agent, any Senior Lender or any holder of Senior Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which any Senior Agent, any Senior Lender or any holder of Senior Indebtedness has or may have against any Obligor. Junior Agent further waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of Senior Indebtedness has occurred (subject to the provisions of Section 5.c)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. To the fullest extent permitted by applicable law, Senior Agent waives the right by statute or otherwise to require Junior Agent, any Junior Lender or any holder of Junior Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which any Junior Agent, any Junior Lender or any holder of Junior Indebtedness has or may have against any Obligor. Senior Agent further waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of Junior Indebtedness has occurred (subject to the provisions of Section 5.c)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof (3) To the fullest extent permitted by applicable law, Junior Agent hereby waives: (i) any rights to assert against Senior Agent, the Senior Lenders or any other holder of Senior Indebtedness any defense (legal or equitable), set-off, counterclaim, or claim which such Junior Agent may now or at any time made or incurred by the Company or hereafter have against any Grantor shall be deemed to have been made or incurred Obligor; (ii) except as otherwise set forth in reliance upon this Agreement, any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior Indebtedness, any Junior Indebtedness or any security for either; and (iii) the New First Lien Collateral benefit of any statute of limitations affecting Junior Agent’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Indebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Junior Agent’s obligations hereunder. To the fullest extent permitted by applicable law, Senior Agent hereby waives: (i) any rights to assert against Junior Agent, on behalf the Junior Lenders or any other holder of itself and the New First Lien Secured PartiesJunior Indebtedness any defense (legal or equitable), hereby waives notice of acceptanceset-off, counterclaim, or proof claim which such Senior Agent may now or at any time hereafter have against any Obligor; (ii) except as otherwise set forth in this Agreement, any defense, set-off, counterclaim, or claim, of reliance by any kind or nature, arising directly or indirectly from the ABL Collateral present or future lack of perfection, sufficiency, validity, or enforceability of any Junior Indebtedness, any Senior Indebtedness or any security for either; and (iii) the benefit of any statute of limitations affecting Senior Agent’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Junior Indebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Senior Agent’s obligations hereunder. (4) Until such time as the Discharge of Senior Indebtedness (with respect to the principal amount thereof, up to the Maximum Priority Senior Loan Amount) shall have occurred, Junior Agent hereby postpones any right of subrogation Junior Agent or any ABL Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, Junior Lender has or non-payment of all or may have as against any part of the ABL Obligations. All New First Lien Obligations at Obligor with respect to any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Collateral Agent or the New First Lien Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien ObligationsSenior Indebtedness. (b5) None of the ABL Collateral Senior Agent, any ABL Secured Party Senior Lender or any other holder of Senior Indebtedness or any of their respective Affiliatesaffiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereof, or for any delay in doing so, so or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Senior Agent or any ABL Secured Party Senior Lender honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement Borrowers for an extension of credit pursuant to any ABL the Senior Credit Agreement or any of the other ABL Senior Loan Documents, whether the ABL Collateral Senior Agent or any ABL Secured Party Senior Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien Document (but not a default under this Agreement) the Junior Loan Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Senior Agent or any ABL Secured Party Senior Lender otherwise should exercise any of its contractual rights or remedies under any ABL the Senior Loan Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Senior Agent nor any ABL Secured Party Senior Lender shall have any liability whatsoever to the New First Lien Collateral Junior Agent or any New First Lien Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement)exercise. The ABL Collateral Senior Agent and the ABL Secured Parties shall will be entitled to manage and supervise their its loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Senior Loan Documents as they Senior Agent may, in their its sole discretion, deem appropriate, and Senior Agent, each Senior Lender and each other holder of Senior Indebtedness may manage their its loans and extensions of credit without regard to any rights or interests that the New First Lien Collateral Junior Agent or any New First Lien Secured Party may have in the Common Collateral, Collateral or otherwise except as otherwise expressly set forth in this Agreement. The New First Lien Collateral Junior Agent agrees that none of Senior Agent, on behalf any Senior Lender or any other holder of itself and the New First Lien Secured Parties, agrees that neither the ABL Collateral Agent nor any ABL Secured Party Senior Indebtedness shall incur any liability as a result of a sale, lease, license, application, application or other disposition of all or any portion of the Common Collateral or any part or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is thereof conducted in accordance with mandatory provisions of applicable law and does not breach the provisions terms hereof. Subject to the express terms and conditions of this Agreement, Senior Agent, each Senior Lender and each holder of Senior Indebtedness may, from time to time, enter into agreements and settlements with Obligors as it may determine in its sole discretion without impairing any of the subordinations, priorities, rights or obligations of the parties under this Agreement, including substituting Collateral, releasing any Lien and releasing any Obligor. The New First Lien Junior Agent waives any and all rights it may have to require Senior Agent, any Senior Lender or any holder of Senior Indebtedness to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order. (6) None of Junior Agent, any Junior Lender or any other holder of Junior Indebtedness or any of their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or any Proceeds or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof. If Junior Agent or any Junior Lender honors (or fails to honor) a request by the Borrowers for an extension of credit pursuant to the Junior Credit Agreement or any of the other Junior Loan Documents, whether Junior Agent or any Junior Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Senior Loan Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Junior Agent or any Junior Lender otherwise should exercise any of its contractual rights or remedies under the Junior Loan Documents (subject to the express terms and the New First Lien Secured Parties conditions hereof), neither Junior Agent nor any Junior Lender shall have any liability whatsoever to Senior Agent as a result of such action, omission, or exercise. Junior Agent will be entitled to manage and supervise their its loans and extensions of credit under any New First Lien Document the Junior Loan Documents as they Junior Agent may, in their its sole discretion, deem appropriate, and Junior Agent, each Junior Lender and each other holder of Junior Indebtedness may manage their its loans and extensions of credit without regard to any rights or interests of that Senior Agent may have in the ABL Collateral Agent or any ABL Secured Parties, otherwise except as otherwise expressly set forth in this Agreement. Senior Agent agrees that none of Junior Agent, any Junior Lender or any other holder of Junior Indebtedness shall incur any liability as a result of a sale, lease, license, application or other disposition of all or any portion of the Collateral or any part or Proceeds thereof conducted in accordance with applicable law and the terms hereof. Subject to the express terms and conditions of this Agreement, Junior Agent, each Junior Lender and each holder of Junior Indebtedness may, from time to time, enter into agreements and settlements with Obligors as it may determine in its sole discretion without impairing any of the subordinations, priorities, rights or obligations of the parties under this Agreement, including substituting Collateral, releasing any Lien and releasing any Obligor. Senior Agent waives any and all rights it may have to require Junior Agent, any Junior Lender or any holder of Junior Indebtedness to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order. Subject to the express terms and conditions hereof, nothing contained in this Agreement shall limit or waive any right that Junior Agent and the Junior Lenders have to enforce any of the provisions of the Junior Loan Documents against the Borrowers or any Obligor.

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

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

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

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations To the fullest extent permitted by applicable law, the Second Lien Agent hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the First Lien Credit Agreement, or the creation or existence of any of the First Lien Indebtedness; (iii) notice of the amount of the First Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase the Second Lien Agent’s or any Second Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, or protest, and notice thereof as to any instrument among the First Lien Loan Documents; (vi) notice of any Default or Event of Default (under and as defined in the First Lien Credit Agreement) or otherwise relating to the First Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to the Second Lien Agent under this Agreement) and demands to which the Second Lien Agent or any Second Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, the First Lien Agent hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Second Lien Credit Agreement, or the creation or existence of any of the Second Lien Indebtedness; (iii) notice of the amount of the Second Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase the First Lien Agent’s or any First Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, or protest, and notice thereof as to any instrument among the Second Lien Loan Documents; (vi) notice of any Default or Event of Default (under and as defined in the Second Lien Credit Agreement) or otherwise relating to the Second Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to the First Lien Agent under this Agreement) and demands to which the First Lien Agent might otherwise be entitled. (2) To the fullest extent permitted by applicable law, the Second Lien Agent waives the right by statute or otherwise to require the First Lien Agent, any First Lien Lender or any holder of the First Lien Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which the First Lien Agent, any First Lien Lender or any holder of the First Lien Indebtedness has or may have against any Obligor. The Second Lien Agent further waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of First Lien Indebtedness has occurred (subject to the provisions of Section 3.c)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. To the fullest extent permitted by applicable law, the First Lien Agent waives the right by statute or otherwise to require the Second Lien Agent, any Second Lien Lender or any holder of the Second Lien Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which the Second Lien Agent, any Second Lien Lender or any holder of the Second Lien Indebtedness has or may have against any Obligor. The First Lien Agent further waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of Second Lien Indebtedness has occurred (subject to the provisions of Section 3.c)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. (3) To the fullest extent permitted by applicable law, the Second Lien Agent hereby waives: (i) any rights to assert against the First Lien Agent, the First Lien Lenders or any other holder of the First Lien Indebtedness any defense (legal or equitable), set-off, counterclaim, or claim which the Second Lien Agent may now or at any time made or incurred by the Company or hereafter have against any Grantor shall be deemed to have been made or incurred Obligor; (ii) except as otherwise set forth in reliance upon this Agreement, and any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the New present or future lack of perfection, sufficiency, validity, or enforceability of any of the First Lien Collateral Indebtedness, any of the Second Lien Indebtedness or any security for either; and (iii) the benefit of any statute of limitations affecting the Second Lien Agent’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the First Lien Indebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Second Lien Agent’s obligations hereunder. To the fullest extent permitted by applicable law, the First Lien Agent hereby waives: (i) any rights to assert against the Second Lien Agent, on behalf the Second Lien Lenders or any other holder of itself and the New Second Lien Indebtedness any defense (legal or equitable), set-off, counterclaim, or claim which the First Lien Secured PartiesAgent may now or at any time hereafter have against any Obligor; (ii) except as otherwise set forth in this Agreement, hereby waives notice of acceptanceany defense, set-off, counterclaim, or proof claim, of reliance by any kind or nature, arising directly or indirectly from the ABL Collateral present or future lack of perfection, sufficiency, validity, or enforceability of any of the Second Lien Indebtedness, any of the First Lien Indebtedness or any security for either; and (iii) the benefit of any statute of limitations affecting the First Lien Agent’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Second Lien Indebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to the First Lien Agent’s obligations hereunder. (4) Until such time as the Discharge of Priority First Lien Indebtedness shall have occurred, the Second Lien Agent hereby postpones any right of subrogation the Second Lien Agent or any ABL Secured Party of this Agreement, and notice Second Lien Lender has or may have as against any Obligor with respect to any of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All New First Lien Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Collateral Agent or the New First Lien Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien ObligationsIndebtedness. (b5) None of the ABL Collateral First Lien Agent, any ABL Secured Party First Lien Lender or any other holder of the First Lien Indebtedness or any of their respective Affiliatesaffiliates, directors, officers, employees, or agents shall be liable to the Second Lien Agent or the Second Lien Lenders for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereof, or for any delay in doing so, so or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral First Lien Agent or any ABL Secured Party First Lien Lender honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL the First Lien Credit Agreement or any of the other ABL First Lien Loan Documents, whether the ABL Collateral First Lien Agent or any ABL Secured Party First Lien Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First the Second Lien Document (but not a default under this Agreement) Loan Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral First Lien Agent or any ABL Secured Party First Lien Lender otherwise should exercise any of its contractual rights or remedies under any ABL the First Lien Loan Documents (subject to the express terms and conditions hereof), neither the ABL Collateral First Lien Agent nor any ABL Secured Party First Lien Lender shall have any liability whatsoever to the New First Second Lien Collateral Agent or any New First Second Lien Secured Party Lender as a result of such action, omission, or exercise (so long as any such exercise does not breach exercise. As between the express terms and provisions of this Agreement). The ABL Collateral First Lien Agent and the ABL Secured Parties shall First Lien Lenders, on the one hand, and the Second Lien Agent and the Second Lien Lenders, on the other hand, the First Lien Agent and the First Lien Lenders will be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL First Lien Loan Documents as they the First Lien Agent and the First Lien Lenders may, in their sole discretion, deem appropriate, and the First Lien Agent, each First Lien Lender and each other holder of the First Lien Indebtedness may manage their loans and extensions of credit without regard to any rights or interests that the New First Second Lien Collateral Agent or any New First Second Lien Secured Party Lender may have in the Common Collateral, Collateral or otherwise except as otherwise expressly set forth in this Agreement. The New Second Lien Agent agrees that none of the First Lien Collateral Agent, on behalf of itself and the New any First Lien Secured Parties, agrees that neither Lender or any other holder of the ABL Collateral Agent nor any ABL Secured Party First Lien Indebtedness shall incur any liability as a result of a sale, lease, license, application, application or other disposition of all or any portion of the Common Collateral or any part or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is thereof conducted in accordance with mandatory provisions of applicable law and does not breach the provisions terms hereof. Subject to the express terms and conditions of this Agreement, the First Lien Agent, each First Lien Lender and each holder of the First Lien Indebtedness may, from time to time, enter into agreements and settlements with Obligors as they may determine in their sole discretion without impairing any of the subordinations, priorities, rights or obligations of the parties under this Agreement, including substituting Collateral, releasing any Lien and releasing any Obligor. The New Second Lien Agent waives any and all rights it may have to require the First Lien Agent, any First Lien Lender or any holder of the First Lien Indebtedness to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order. (6) None of the Second Lien Agent, any Second Lien Lender or any other holder of the Second Lien Indebtedness or any of their respective affiliates, directors, officers, employees, or agents shall be liable to the First Lien Agent or the First Lien Lenders for failure to demand, collect, or realize upon any of the Collateral or any Proceeds or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof. If the Second Lien Agent or any Second Lien Lender honors (or fails to honor) a request by Borrower for an extension of credit pursuant to the Second Lien Credit Agreement or any of the other Second Lien Loan Documents, whether the Second Lien Agent or any Second Lien Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the First Lien Loan Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the Second Lien Agent or any Second Lien Lender otherwise should exercise any of its contractual rights or remedies under the Second Lien Loan Documents (subject to the express terms and conditions hereof), neither the Second Lien Agent nor any Second Lien Lender shall have any liability whatsoever to the First Lien Agent or any First Lien Lender as a result of such action, omission, or exercise. As between the First Lien Agent and the New First Lien Secured Parties shall Lenders, on the one hand, and the Second Lien Agent and the Second Lien Lenders, on the other hand, the Second Lien Agent and the Second Lien Lenders will be entitled to manage and supervise their loans and extensions of credit under any New First the Second Lien Document Loan Documents as they the Second Lien Agent and the Second Lien Lenders may, in their sole discretion, deem appropriate, and the Second Lien Agent, each Second Lien Lender and each other holder of the Second Lien Indebtedness may manage their its loans and extensions of credit without regard to any rights or interests of that the ABL Collateral First Lien Agent or any ABL Secured Parties, First Lien Lender may have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The First Lien Agent agrees that none of the Second Lien Agent, any Second Lien Lender or any other holder of the Second Lien Indebtedness shall incur any liability as a result of a sale, lease, license, application or other disposition of all or any portion of the Collateral or any part or Proceeds thereof conducted in accordance with applicable law and the terms hereof. Subject to the express terms and conditions of this Agreement, the Second Lien Agent, each Second Lien Lender and each holder of the Second Lien Indebtedness may, from time to time, enter into agreements and settlements with Obligors as they may determine in their sole discretion without impairing any of the subordinations, priorities, rights or obligations of the parties under this Agreement, including substituting Collateral, releasing any Lien and releasing any Obligor. The First Lien Agent waives any and all rights it may have to require the Second Lien Agent, any Second Lien Lender or any holder of the Second Lien Indebtedness to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order. Subject to the express terms and conditions hereof, nothing contained in this Agreement shall limit or waive any right that the Second Lien Agent and the Second Lien Lenders have to enforce any of the provisions of the Second Lien Loan Documents against any Obligor.

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

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

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations To the fullest extent permitted by applicable law, Second Lien Agent hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the First Lien Credit Agreement, or the creation or existence of any First Lien Indebtedness; (iii) notice of the amount of the First Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such Second Lien Agent’s or any Second Lien Lenders’ risk hereunder; (v) notice of presentment for payment, demand, or protest, and notice thereof as to any instrument among the First Lien Loan Documents; (vi) notice of any Default or Event of Default (under and as defined in the First Lien Credit Agreement) or otherwise relating to the First Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Second Lien Agent under this Agreement) and demands to which Second Lien Agent or any Second Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, First Lien Agent hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Second Lien Credit Agreement, or the creation or existence of any Second Lien Indebtedness; (iii) notice of the amount of the Second Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such First Lien Agent’s or any First Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, or protest, and notice thereof as to any instrument among the Second Lien Loan Documents; (vi) notice of any Default or Event of Default (under and as defined in the Second Lien Credit Agreement) or otherwise relating to the Second Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to First Lien Agent under this Agreement) and demands to which First Lien Agent might otherwise be entitled. (2) To the fullest extent permitted by applicable law, Second Lien Agent waives the right by statute or otherwise to require First Lien Agent, any First Lien Lender or any holder of First Lien Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which any First Lien Agent, any First Lien Lender or any holder of First Lien Indebtedness has or may have against any Obligor. Second Lien Agent further waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of First Lien Indebtedness has occurred (subject to the provisions of Section 3.c)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. To the fullest extent permitted by applicable law, First Lien Agent waives the right by statute or otherwise to require Second Lien Agent, any Second Lien Lender or any holder of Second Lien Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which any Second Lien Agent, any Second Lien Lender or any holder of Second Lien Indebtedness has or may have against any Obligor. First Lien Agent further waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of Second Lien Indebtedness has occurred (subject to the provisions of Section 3.c)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. (3) To the fullest extent permitted by applicable law, Second Lien Agent hereby waives: (i) any rights to assert against First Lien Agent, the First Lien Lenders or any other holder of First Lien Indebtedness any defense (legal or equitable), set-off, counterclaim, or claim which such Second Lien Agent may now or at any time made or incurred by the Company or hereafter have against any Grantor shall be deemed to have been made or incurred Obligor; (ii) except as otherwise set forth in reliance upon this Agreement, and any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the New present or future lack of perfection, sufficiency, validity, or enforceability of any First Lien Collateral Indebtedness, any Second Lien Indebtedness or any security for either; and (iii) the benefit of any statute of limitations affecting Second Lien Agent’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the First Lien Indebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Second Lien Agent’s obligations hereunder. To the fullest extent permitted by applicable law, First Lien Agent hereby waives: (i) any rights to assert against Second Lien Agent, on behalf the Second Lien Lenders or any other holder of itself and the New Second Lien Indebtedness any defense (legal or equitable), set-off, counterclaim, or claim which such First Lien Secured PartiesAgent may now or at any time hereafter have against any Obligor; (ii) except as otherwise set forth in this Agreement, hereby waives notice of acceptanceany defense, set-off, counterclaim, or proof claim, of reliance by any kind or nature, arising directly or indirectly from the ABL Collateral present or future lack of perfection, sufficiency, validity, or enforceability of any Second Lien Indebtedness, any First Lien Indebtedness or any security for either; and (iii) the benefit of any statute of limitations affecting First Lien Agent’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Second Lien Indebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to such First Lien Agent’s obligations hereunder. (4) Until such time as the Discharge of Priority First Lien Indebtedness shall have occurred, Second Lien Agent hereby postpones any right of subrogation Second Lien Agent or any ABL Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, Second Lien Lender has or non-payment of all or may have as against any part of the ABL Obligations. All New Obligor with respect to any First Lien Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Collateral Agent or the New First Lien Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien ObligationsIndebtedness. (b5) None of the ABL Collateral First Lien Agent, any ABL Secured Party First Lien Lender or any other holder of First Lien Indebtedness or any of their respective Affiliatesaffiliates, directors, officers, employees, or agents shall be liable to the Second Lien Agent or the Second Lien Lenders for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereof, or for any delay in doing so, so or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral First Lien Agent or any ABL Secured Party First Lien Lender honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL the First Lien Credit Agreement or any of the other ABL First Lien Loan Documents, whether the ABL Collateral First Lien Agent or any ABL Secured Party First Lien Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First the Second Lien Document (but not a default under this Agreement) Loan Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral First Lien Agent or any ABL Secured Party First Lien Lender otherwise should exercise any of its contractual rights or remedies under any ABL the First Lien Loan Documents (subject to the express terms and conditions hereof), neither the ABL Collateral First Lien Agent nor any ABL Secured Party First Lien Lender shall have any liability whatsoever to the New First Second Lien Collateral Agent or any New First Second Lien Secured Party Lender as a result of such action, omission, or exercise (so long as any such exercise does not breach exercise. As between the express terms and provisions of this Agreement). The ABL Collateral First Lien Agent and the ABL Secured Parties shall First Lien Lenders, on the one hand, and the Second Lien Agent and the Second Lien Lenders, on the other hand, the First Lien Agent and First Lien Lenders will be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL First Lien Loan Documents as they First Lien Agent and First Lien Lenders may, in their sole discretion, deem appropriate, and First Lien Agent, each First Lien Lender and each other holder of First Lien Indebtedness may manage their its loans and extensions of credit without regard to any rights or interests that the New First Second Lien Collateral Agent or any New First Second Lien Secured Party Lender may have in the Common Collateral, Collateral or otherwise except as otherwise expressly set forth in this Agreement. The New Second Lien Agent agrees that none of First Lien Collateral Agent, on behalf of itself and the New any First Lien Secured Parties, agrees that neither the ABL Collateral Agent nor Lender or any ABL Secured Party other holder of First Lien Indebtedness shall incur any liability as a result of a sale, lease, license, application, application or other disposition of all or any portion of the Common Collateral or any part or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is thereof conducted in accordance with mandatory provisions of applicable law and does not breach the provisions terms hereof. Subject to the express terms and conditions of this Agreement. The New , First Lien Agent, each First Lien Lender and each holder of First Lien Indebtedness may, from time to time, enter into agreements and settlements with Obligors as it may determine in its sole discretion without impairing any of the subordinations, priorities, rights or obligations of the parties under this Agreement, including substituting Collateral, releasing any Lien and releasing any Obligor. Second Lien Agent waives any and all rights it may have to require First Lien Agent, any First Lien Lender or any holder of First Lien Indebtedness to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order. (6) None of Second Lien Agent, any Second Lien Lender or any other holder of Second Lien Indebtedness or any of their respective affiliates, directors, officers, employees, or agents shall be liable to the First Lien Agent or the First Lien Lenders for failure to demand, collect, or realize upon any of the Collateral or any Proceeds or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof. If Second Lien Agent or any Second Lien Lender honors (or fails to honor) a request by Borrower for an extension of credit pursuant to the Second Lien Credit Agreement or any of the other Second Lien Loan Documents, whether Second Lien Agent or any Second Lien Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the First Lien Loan Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if Second Lien Agent or any Second Lien Lender otherwise should exercise any of its contractual rights or remedies under the Second Lien Loan Documents (subject to the express terms and conditions hereof), neither Second Lien Agent nor any Second Lien Lender shall have any liability whatsoever to First Lien Agent or any First Lien Lender as a result of such action, omission, or exercise. As between the First Lien Agent and the New First Lien Secured Parties shall Lenders, on the one hand, and the Second Lien Agent and the Second Lien Lenders, on the other hand, the Second Lien Agent and the Second Lien Lenders will be entitled to manage and supervise their loans and extensions of credit under any New First the Second Lien Document Loan Documents as they Second Lien Agent and the Second Lien Lenders may, in their sole discretion, deem appropriate, and Second Lien Agent, each Second Lien Lender and each other holder of Second Lien Indebtedness may manage their its loans and extensions of credit without regard to any rights or interests of the ABL Collateral that First Lien Agent or any ABL Secured Parties, First Lien Lender may have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. First Lien Agent agrees that none of Second Lien Agent, any Second Lien Lender or any other holder of Second Lien Indebtedness shall incur any liability as a result of a sale, lease, license, application or other disposition of all or any portion of the Collateral or any part or Proceeds thereof conducted in accordance with applicable law and the terms hereof. Subject to the express terms and conditions of this Agreement, Second Lien Agent, each Second Lien Lender and each holder of Second Lien Indebtedness may, from time to time, enter into agreements and settlements with Obligors as it may determine in its sole discretion without impairing any of the subordinations, priorities, rights or obligations of the parties under this Agreement, including substituting Collateral, releasing any Lien and releasing any Obligor. First Lien Agent waives any and all rights it may have to require Second Lien Agent, any Second Lien Lender or any holder of Second Lien Indebtedness to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order. Subject to the express terms and conditions hereof, nothing contained in this Agreement shall limit or waive any right that Second Lien Agent and the Second Lien Lenders have to enforce any of the provisions of the Second Lien Loan Documents against any Obligor.

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by the Company or any Grantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral [Term Loan] Agent, on behalf of itself and the New First Lien [Term Loan] Secured Parties, and each Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, hereby waives waive notice of acceptanceacceptance of, or proof of reliance by the ABL Collateral Agent or any ABL Secured Party of on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All New First Lien [Term Loan] Obligations at any time made or incurred by the Company or any Grantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral ABL Agent, on behalf of itself and the New First Lien ABL Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Collateral [Term Loan] Agent or any [Term Loan] Secured Party of this Agreement, and notice of the New First Lien existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the [Term Loan] Obligations. All Additional [Term] Obligations at any time made or incurred by any Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Agent, on behalf of itself and any ABL Secured Parties, hereby waive notices of acceptance, or proof of reliance by any Additional [Term] Agent or any Additional [Term] Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien Additional [Term] Obligations. (b) None of the ABL Agent (including in its capacity as ABL Collateral AgentRepresentative, if applicable), any ABL Secured Party Party, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to the [Term Loan] Agent or any [Term Loan] Secured Party for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereofProceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether the ABL Collateral Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien [Term Loan] Credit Agreement or any other [Term Loan] Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured Party shall have any liability whatsoever to the New First Lien Collateral [Term Loan] Agent or any New First Lien [Term Loan] Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Agent and the ABL Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under the ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the [Term Loan] Agent or any [Term Loan] Secured Party has in the Collateral, except as otherwise expressly set forth in this Agreement. The [Term Loan] Agent, on behalf of itself and the [Term Loan] Secured Parties, agrees that neither the ABL Agent nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Collateral or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. (c) None of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), any ABL Secured Party, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to any Additional [Term] Agent or any Additional [Term] Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). If the ABL Agent or any ABL Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to the ABL Credit Agreement or any of the other ABL Documents, whether the ABL Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any Additional [Term] Credit Facility or any other Additional [Term] Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Agent nor any ABL Secured Party shall have any liability whatsoever to any Additional [Term] Agent or any Additional [Term] Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement) (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). The ABL Agent and the ABL Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the New First Lien Collateral any Additional [Term] Agent or any New First Lien Additional [Term] Secured Party have has in the Common Collateral, except as otherwise expressly set forth in this Agreement. The New First Lien Collateral Agreement (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the New First Lien Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Each Additional [Term] Agent, on behalf of itself and any Additional [Term] Secured Parties represented thereby, agrees that neither the ABL Collateral Agent nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Common Collateral or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). (d) None of the [Term Loan] Agent (including in its capacity as [Term Loan] Collateral Representative, if applicable), the [Term Loan] Secured Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to the ABL Agent or any ABL Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the [Term Loan] Agent or any [Term Loan] Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to any [Term Loan] Credit Agreement or any of the other [Term Loan] Documents, whether the [Term Loan] Agent or any [Term Loan] Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any ABL Credit Agreement or any other ABL Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the [Term Loan] Agent or any [Term Loan] Secured Party otherwise should exercise any of its contractual rights or remedies under the [Term Loan] Documents (subject to the express terms and conditions hereof), neither the [Term Loan] Agent nor any [Term Loan] Secured Party shall have any liability whatsoever to the ABL Agent or any ABL Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The New First Lien Collateral [Term Loan] Agent and the New First Lien [Term Loan] Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any New First Lien Document the [Term Loan] Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests of that the ABL Collateral Agent or any ABL Secured PartiesParty has in the Collateral, except as otherwise expressly set forth in this Agreement. The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that none of the [Term Loan] Agent (including in its capacity as [Term Loan] Collateral Representative, if applicable) or the [Term Loan] Secured Parties shall incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the [Term Loan] Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. (e) [Reserved]. (f) None of any Additional [Term] Agent (including in its capacity as [Term Loan] Collateral Representative, if and as applicable), any Additional[Term] Secured Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to the ABL Agent or any ABL Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). If any Additional [Term] Agent or any Additional [Term] Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to any Additional [Term] Credit Facility or any of the other Additional [Term] Documents, whether such Additional [Term] Agent or any Additional [Term] Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any ABL Credit Agreement or any other ABL Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if any Additional [Term] Agent or any Additional [Term] Secured Party otherwise should exercise any of its contractual rights or remedies under the Additional [Term] Documents (subject to the express terms and conditions hereof), neither such Additional [Term] Agent nor any Additional [Term] Secured Party shall have any liability whatsoever to the ABL Agent or any ABL Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement) (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Any Additional [Term] Agent and any Additional [Term] Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under the applicable Additional [Term] Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the ABL Agent or any ABL Secured Party has in the Collateral, except as otherwise expressly set forth in this Agreement (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). The ABL Agent, on behalf of itself and the ABL Secured Parties agrees that none of any Additional [Term] Agent (including in its capacity as [Term Loan] Collateral Representative, if applicable) or any Additional [Term] Secured Parties shall incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the Additional [Term] Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred To the fullest extent permitted by applicable law, the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Subordinated Agent, for and on behalf of itself and the New First Lien Secured PartiesSubordinated Lenders, hereby waives waives: (i) notice of acceptanceacceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Senior NIA, or proof the creation or existence of reliance by any Senior Indebtedness; (iii) notice of the ABL Collateral amount of the Senior Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase the Subordinated Agent's or any Subordinated Xxxxxx's risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Senior Loan Documents; (vi) notice of any default or Event of Default under the Senior Loan Documents or otherwise relating to the Senior Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to the Subordinated Agent under this Subordination Agreement) and demands to which the Subordinated Agent or any ABL Secured Party of this AgreementSubordinated Lender might otherwise be entitled. (1) To the fullest extent permitted by applicable law, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All New First Lien Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Subordinated Agent, for and on behalf of itself and the New First Lien Secured PartiesSubordinated Lenders, hereby waives notice of acceptance, the right by statute or proof of reliance, by otherwise to require the New First Lien Collateral Agent or the New First Lien Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien Obligations. (b) None of the ABL Collateral Senior Agent, any ABL Secured Party Senior Lender or any holder of their respective AffiliatesSenior Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which the Senior Agent, directors, officers, employees, or agents shall be liable for failure to demand, collect or realize upon any of the Common Collateral Senior Lender or any Proceeds thereof, holder of Senior Indebtedness has or for may have against any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether the ABL Collateral Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured Party shall have any liability whatsoever to the New First Lien Collateral Agent or any New First Lien Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement)Obligor. The ABL Collateral Agent and the ABL Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the New First Lien Collateral Agent or any New First Lien Secured Party have in the Common Collateral, except as otherwise expressly set forth in this Agreement. The New First Lien Collateral Subordinated Agent, for and on behalf of itself and the New First Lien Secured PartiesSubordinated Lenders, agrees that neither the ABL Collateral Agent nor further waives any ABL Secured Party shall incur defense arising by reason of any liability as a result of a sale, lease, license, application, disability or other disposition defense (other than the defense that the Discharge of all or any portion of the Common Collateral or Proceeds thereof, pursuant Senior Indebtedness has occurred (subject to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. The New First Lien Collateral Agent Section 5.b)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. (2) To the fullest extent permitted by applicable law, the Subordinated Agent, for and on behalf of itself and the New First Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any New First Lien Document as they maySubordinated Lenders, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to hereby waives: (i) any rights to assert against the Senior Agent, the Senior Lenders or interests any other holder of Senior Indebtedness any defense (legal or equitable), set-off, counterclaim, or claim which the ABL Collateral Subordinated Agent or any ABL Secured PartiesSubordinated Lender may now or at any time hereafter have against any Obligor or any other party liable to the Senior Agent, except the Senior Lenders, any other holder of Senior Indebtedness; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior Indebtedness, any Subordinated Obligations or any security for either; (iii) any defense arising by reason of any claim or defense based upon an election of remedies by the Senior Agent, the Senior Lenders or any other holder of Senior Indebtedness; and (iv) the benefit of any statute of limitations affecting the Subordinated Agent's or any Subordinated Xxxxxx's obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Senior Indebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Subordinated Agent's or any Subordinated Xxxxxx's obligations hereunder. (3) Until such time as otherwise expressly set forth the Discharge of Senior Indebtedness shall have occurred, (i) the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, hereby waives and postpones any right of subrogation it has or may have as against any Obligor with respect to any Senior Indebtedness; and (ii) in this Agreementaddition, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, hereby waives and postpones any right to proceed against any Obligor or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective of whether direct or indirect, liquidated or contingent), with respect to any Senior Indebtedness.

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

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

Notice of Acceptance and Other Waivers. (a) All ABL Credit Agreement Secured Obligations at any time made or incurred by the Company any Borrower or any Grantor Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself itself, the Trustee, and the New First Lien Secured PartiesNoteholders, hereby waives (i) notice of acceptance, or proof of reliance reliance, by the ABL Collateral Senior Agent or any ABL Secured Party of this Agreement, and (ii) notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Credit Agreement Secured Obligations. All New First Lien Obligations at any time made or incurred by Neither the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Senior Agent, on behalf of itself and the New First Lien Secured Partiesnor any Senior Lender, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Collateral Agent or the New First Lien Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien Obligations. (b) None of the ABL Collateral Agent, any ABL Secured Party or nor any of their respective Affiliatesaffiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereof, or for any delay in doing so, so or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Senior Agent or any ABL Secured Party honors (or fails to honor) a request by any a Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL the Credit Agreement or any of the other ABL Senior Loan Documents, whether the ABL Collateral Senior Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any New First Lien Indenture Loan Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Senior Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL the Senior Loan Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Senior Agent nor any ABL Secured Party shall not have any liability whatsoever to the New First Lien Collateral Agent Agent, the Trustee or any New First Lien Secured Party Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Collateral Senior Agent and the ABL Secured Parties shall will be entitled to manage and supervise their its loans and extensions of credit under any ABL the Credit Agreement and any of the other ABL Senior Loan Documents as they the Senior Agent may, in their its sole discretion, deem appropriate, and the Senior Agent may manage their its loans and extensions of credit without regard to any rights or interests that the New First Lien Collateral Agent Agent, the Trustee, or any New First Lien Secured Party of the Noteholders have in the Common Collateral, Collateral or otherwise except as otherwise expressly set forth in this Agreement. The New First Lien Collateral Agent, on behalf of itself itself, the Trustee, and the New First Lien Secured PartiesNoteholders, agrees that neither the ABL Senior Agent shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Senior Loan Documents conducted in accordance with mandatory provisions of applicable law. (b) None of Collateral Agent Agent, Trustee, or any of the Noteholders nor any ABL Secured Party of their affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If Collateral Agent, Trustee, or any of the Noteholders should exercise any of their contractual rights or remedies under the Indenture Agreements (subject to the express terms and conditions hereof), none of Collateral Agent, Trustee, or any of the Noteholders shall have any liability whatsoever to the Senior Agent as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Collateral Agent, Trustee, and Noteholders will be entitled to manage and supervise the Parent’s obligations under the Indenture Agreements as they may, in their sole discretion, deem appropriate, and they may manage such obligations without regard to any rights or interests that the Senior Agent has in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. Subject to Section 2.03, the Senior Agent agrees that none of the Collateral Agent, the Trustee, or the Noteholders shall incur any liability as a result of a sale, lease, license, application, or other disposition of all the Collateral, or any portion of the Common Collateral or Proceeds part thereof, pursuant to the ABL Documents, so long as such disposition is Indenture Agreements conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. The New First Lien Collateral Agent and the New First Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any New First Lien Document as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests of the ABL Collateral Agent or any ABL Secured Parties, except as otherwise expressly set forth in this Agreementlaw.

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

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by the Company or any Grantor ABL Loan Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, hereby waives notice of acceptance, or proof of reliance by the ABL Collateral Agent or any ABL Secured Party Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All New First Lien Shared Collateral Obligations at any time made or incurred by the Company or any Grantor Shared Collateral Loan Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral ABL Agent, on behalf of itself and the New First Lien ABL Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Shared Collateral Agent Agents or the New First Lien any Shared Collateral Secured Parties Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien Shared Collateral Obligations. (b) None of the ABL Collateral Agent, any ABL Secured Party Party, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common ABL Collateral or any Proceeds thereofProceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Common ABL Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common ABL Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party honors (or fails to honor) a request by any ABL Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether or not the ABL Collateral Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien Shared Collateral Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured Party shall have any liability whatsoever to the New First Lien Shared Collateral Agent Agents or any New First Lien Shared Collateral Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Collateral Agent and the ABL Secured Parties Party shall be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the New First Lien Shared Collateral Agent Agents or any New First Lien of the Shared Collateral Secured Party Parties have in the Common ABL Collateral, except as otherwise expressly set forth in this Agreement. The New First Lien Shared Collateral AgentAgents, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees agree that neither the For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. ABL Collateral Agent nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Common ABL Collateral or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. (c) None of the Shared Collateral Agents, any Shared Collateral Secured Party, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Canadian Pledge Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Canadian Pledge Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Canadian Pledge Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. The New First Lien Shared Collateral Agent and the New First Lien Shared Collateral Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any New First Lien Document Shared Collateral Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the ABL Agent or any of the ABL Collateral Agent or any ABL Secured PartiesParties have in the Canadian Pledge Collateral, except as otherwise expressly set forth in this Agreement. The ABL Agent, on behalf of the ABL Secured Parties, agrees that no Shared Collateral Agent nor any Shared Collateral Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Canadian Pledge Collateral or Proceeds thereof, pursuant to the Shared Collateral Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement.

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations at any time made or incurred To the fullest extent permitted by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreementapplicable law, and the New First each Junior Lien Collateral Agent, on behalf of itself and each Junior Lien Lender for which it is agent, hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the New First Lien Secured PartiesCredit Agreement, hereby waives or the creation or existence of any First Lien Indebtedness; (iii) notice of acceptancethe amount of the First Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase such Junior Lien Agent’s or any Junior Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the First Lien Loan Documents; (vi) notice of any Default or proof Event of reliance by Default under the ABL Collateral First Lien Loan Documents or otherwise relating to the First Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to such Junior Lien Agent under this Agreement) and demands to which such Junior Lien Agent or any ABL Secured Party of this Agreementsuch Junior Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All New First each Junior Lien Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself and each Junior Lien Lender for which it is agent, waives the New right by statute or otherwise to require First Lien Secured PartiesAgent, First Lien Co-Agent or any holder of First Lien Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which First Lien Agent, First Lien Co-Agent, any First Lien Lender or any holder of First Lien Indebtedness has or may have against any Obligor. Each Junior Lien Agent, on behalf of itself and each Junior Lien Lender for which it is agent, further waives any defense arising by reason of any disability or other defense of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. (2) To the fullest extent permitted by applicable law, each Junior Lien Agent, on behalf of itself and each Junior Lien Lender for which it is agent, hereby waives notice waives: (i) any rights to assert against First Lien Agent, First Lien Co-Agent, the First Lien Lenders or any other holder of acceptanceFirst Lien Indebtedness any defense (legal or equitable), set-off, counterclaim, or proof of reliance, by the New First claim which any Junior Lien Collateral Agent or the New First any Junior Lien Secured Parties of Lender may now or at any time hereafter have against any Obligor; (ii) except as otherwise set forth in this Agreement, and notice of the existenceany defense, increaseset-off, renewal, extension, accrual, creationcounterclaim, or non-payment claim, of all any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any First Lien Indebtedness, any Junior Lien Indebtedness or any part security for either; and (iii) the benefit of any statute of limitations affecting any Junior Lien Agent’s or any Junior Lien Lender’s obligations hereunder or the New enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the First Lien ObligationsIndebtedness shall similarly operate to defer or delay the operation of such statute of limitations applicable to any Junior Lien Agent’s or any Junior Lien Lender’s obligations hereunder. (b3) Until such time as the Discharge of First Lien Indebtedness shall have occurred, each Junior Lien Agent, on behalf of itself and each Junior Lien Lender for which it is agent , hereby postpones any right of subrogation such Junior Lien Agent or any such Junior Lien Lender has or may have as against any Obligor with respect to any First Lien Indebtedness. (4) None of the ABL Collateral First Lien Agent, First Lien Co-Agent, any ABL Secured Party First Lien Lender or any other holder of First Lien Indebtedness or any of their respective Affiliatesaffiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereof, or for any delay in doing so, so or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral First Lien Agent, First Lien Co-Agent or any ABL Secured Party First Lien Lender honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement Borrowers for an extension of credit pursuant to any ABL the First Lien Credit Agreement or any of the other ABL First Lien Loan Documents, whether the ABL Collateral First Lien Agent, First Lien Co-Agent or any ABL Secured Party First Lien Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First of the Junior Lien Document (but not a default under this Agreement) Loan Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral First Lien Agent, First Lien Co-Agent or any ABL Secured Party First Lien Lender otherwise should exercise any of its contractual rights or remedies under any ABL the First Lien Loan Documents (subject to the express terms and conditions hereof), neither the ABL Collateral First Lien Agent, First Lien Co-Agent nor any ABL Secured Party First Lien Lender shall have any liability whatsoever to the New First any Junior Lien Collateral Agent or any New First Junior Lien Secured Party Lender as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions exercise. Each of this Agreement). The ABL Collateral First Lien Agent, First Lien Co-Agent and the ABL Secured Parties shall each First Lien Lender will be entitled to manage and supervise their its loans and extensions of credit under any ABL Credit Agreement and any of the other ABL First Lien Loan Documents as they First Lien Agent, First Lien Co-Agent and First Lien Lenders may, in their sole discretion, deem appropriate, and First Lien Agent, First Lien Co-Agent, each First Lien Lender and each other holder of First Lien Indebtedness may manage their loans and extensions of credit without regard to any rights or interests that the New First any Junior Lien Collateral Agent or any New First Junior Lien Secured Party Lender may have in the Common Collateral, Collateral or otherwise except as otherwise expressly set forth in this Agreement. The New First Each Junior Lien Collateral Agent, on behalf of itself and the New First each Junior Lien Secured PartiesLender for which it is agent , agrees that neither the ABL Collateral Agent nor none of First Lien Agent, First Lien Co-Agent, any ABL Secured Party First Lien Lender or any other holder of First Lien Indebtedness shall incur any liability as a result of a sale, lease, license, application, application or other disposition of all or any portion of the Common Collateral or any part or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is thereof conducted in accordance with mandatory provisions of applicable law and does not breach the provisions terms hereof. Subject to the express terms and conditions of this Agreement. The New , First Lien Collateral Agent and the New Agent, First Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any New Co-Agent, each First Lien Document as they Lender and each other holder of First Lien Indebtedness may, from time to time, enter into agreements and settlements with Obligors as it may determine in their its sole discretiondiscretion without impairing any of the subordinations, deem appropriatepriorities, and may manage their loans and extensions of credit without regard to any rights or interests obligations of the ABL Collateral Agent parties under this Agreement, including substituting Collateral, releasing any Lien and releasing any Obligor. Each Junior Lien Agent, on behalf of itself and each Junior Lien Lender for which it is agent, waives any and all rights it may have to require First Lien Agent, First Lien Co-Agent, any First Lien Lender or any ABL Secured Partiesholder of First Lien Indebtedness to marshal assets, except as otherwise expressly set forth to exercise rights or remedies in this Agreementa particular manner, or to forbear from exercising such rights and remedies in any particular manner or order.

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

Notice of Acceptance and Other Waivers. (a) All ABL Loan Agreement Secured Obligations at any time made or incurred by the Company or any Grantor Debtor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral AgentTrustee, on behalf of itself and the New First Lien Secured PartiesNoteholders, hereby waives (i) notice of acceptance, or proof of reliance reliance, by the ABL Collateral Agent or any ABL Secured Party Lender of this Agreement, and (ii) notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Loan Agreement Secured Obligations. All New First Lien Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Collateral Agent or the New First Lien Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien Obligations. (b) None of the ABL Collateral Agent, any ABL Secured Party Lender or any of their respective Affiliatesaffiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereof, or for any delay in doing so, so or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party Lender honors (or fails to honor) a request by any a Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit the Loan Agreement or any of the other ABL Lender Loan Documents, whether the ABL Collateral Agent or any ABL Secured Party Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Indenture or any New First Lien Indenture Loan Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party Lender otherwise should exercise any of its contractual rights or remedies under any ABL the Lender Loan Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured Party Lender shall have any liability whatsoever to the New First Lien Collateral Agent Trustee or any New First Lien Secured Party Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Collateral Agent and the ABL Secured Parties shall Lenders will be entitled to manage and supervise their loans and extensions of credit under any ABL Credit the Loan Agreement and any of the other ABL Lender Loan Documents as they the Agent and the Lenders may, in their sole discretion, deem appropriate, and the Agent and the Lenders may manage their loans and extensions of credit without regard to any rights or interests that the New First Lien Collateral Agent Trustee or any New First Lien Secured Party of the Noteholders have in the Common Collateral, Collateral or otherwise except as otherwise expressly set forth in this Agreement. The New First Lien Collateral AgentTrustee, on behalf of itself and the New First Lien Secured PartiesNoteholders, agrees that neither the ABL Agent and the Lenders shall not incur any liability as a result of a sale, lease, license, or other disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of applicable law. (b) None of Trustee or any of the Noteholders or any of their affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateral or any part thereof, except as specifically provided in this Agreement. If the Trustee or any of the Noteholders should exercise any of their contractual rights or remedies under the Indenture Agreements (subject to the express terms and conditions hereof), none of the Trustee or any of the Noteholders shall have any liability whatsoever to the Agent nor or any ABL Secured Party Lender as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Trustee and Noteholders will be entitled to manage and supervise their loans and extensions of credit under the Indenture Agreements as they may, in their sole discretion, deem appropriate, and they may manage their loans and extensions of credit without regard to any rights or interests that the Agent and the Lenders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. Subject to Section 2.03, the Agent agrees, for and on behalf of itself and the Lenders, that none of the Trustee or the Noteholders shall incur any liability as a result of a sale, lease, license, application, or other disposition of all the Collateral, or any portion of the Common Collateral or Proceeds part thereof, pursuant to the ABL Documents, so long as such disposition is Indenture Agreements conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. The New First Lien Collateral Agent and the New First Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any New First Lien Document as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests of the ABL Collateral Agent or any ABL Secured Parties, except as otherwise expressly set forth in this Agreementlaw.

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

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

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

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

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

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

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

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

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

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

Notice of Acceptance and Other Waivers. (a1) All ABL Obligations To the fullest extent permitted by applicable law, each Subordinated Creditor hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Senior Loan Agreement, or the creation or existence of any Senior Indebtedness; (iii) notice of the amount of the Senior Indebtedness; (iv) notice of any adverse change in the financial condition of any Obligor or of any other fact that might increase any Subordinated Creditor’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Senior Loan Documents; (vi) notice of any Default or Event of Default under the Senior Loan Documents or otherwise relating to the Senior Indebtedness; (vii) all other notices (except if such notice is specifically required to be given to Subordinated Agent under this Agreement) and demands to which any Subordinated Creditor might otherwise be entitled. (2) To the fullest extent permitted by applicable law, each Subordinated Creditor waives the right by statute or otherwise to require Senior Lender to institute suit against any Obligor or to exhaust any rights and remedies which Senior Lender has or may have against any Obligor. Each Subordinated Creditor further waives any defense arising by reason of any disability or other defense (other than the defense that the Discharge of Senior Indebtedness has occurred (subject to the provisions of Section 4.c) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof. (3) To the fullest extent permitted by applicable law, each Subordinated Creditor hereby waives: (i) any rights to assert against Senior Lender any defense (legal or equitable), set-off, counterclaim, or claim which such Subordinated Creditor may now or at any time made or incurred by the Company hereafter have against any Obligor or any Grantor shall be deemed other party liable to have been made Senior Lender or incurred in reliance any Subordinated Creditor (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of any Senior Indebtedness, any Subordinated Indebtedness or any security for either; (iii) any defense arising by reason of any claim or defense based upon this Agreementan election of remedies by Senior Lender; and (iv) the benefit of any statute of limitations affecting any Subordinated Creditor’s obligations hereunder or the enforcement thereof, and any act which shall defer or delay the New First Lien Collateral Agent, on behalf operation of itself and any statute of limitations applicable to the New First Lien Secured Parties, hereby waives notice Senior Indebtedness shall similarly operate to defer or delay the operation of acceptance, or proof such statute of reliance by the ABL Collateral Agent or any ABL Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All New First Lien Obligations at any time made or incurred by the Company or any Grantor shall be deemed limitations applicable to have been made or incurred in reliance upon this Agreement, and the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the New First Lien Collateral Agent or the New First Lien Secured Parties of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the New First Lien Obligationssuch Subordinated Creditor’s obligations hereunder. (b4) None Until such time as the Discharge of Senior Indebtedness shall have occurred (subject to the ABL Collateral Agentprovisions of Section 4.c): (i) each Subordinated Creditor hereby waives and postpones any right of subrogation such Subordinated Creditor has or may have as against any Obligor with respect to any Senior Indebtedness; (ii) in addition, each Subordinated Creditor hereby waives and postpones any ABL Secured Party right to proceed against any Obligor or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective of their respective Affiliateswhether direct or indirect, liquidated or contingent), with respect to any Senior Indebtedness; and (iii) in addition, each Subordinated Creditor also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any Obligor. (5) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH SUBORDINATED CREDITOR WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY SENIOR AGENT OR ANY OTHER HOLDER OF SENIOR INDEBTEDNESS, EVEN THOUGH THAT ELECTION OF REMEDIES HAS DESTROYED ANY SUBORDINATED CREDITOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST ANY OBLIGOR BY THE OPERATION OF ANY APPLICABLE LAW. (6) Neither Senior Lender nor any of its affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect collect, or realize upon any of the Common Collateral or any Proceeds thereof, or for any delay in doing so, so or shall be under any obligation to sell or otherwise dispose of any Common Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party Senior Lender honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit the Senior Loan Agreement or any of the other ABL Senior Loan Documents, whether the ABL Collateral Agent or any ABL Secured Party Senior Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any New First Lien Document (but not a default under this Agreement) the Subordinated Debt Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party Senior Lender otherwise should exercise any of its contractual rights or remedies under any ABL the Senior Loan Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured Party Senior Lender shall have any no liability whatsoever to the New First Lien Collateral Agent or any New First Lien Secured Party Subordinated Creditor as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement)exercise. The ABL Collateral Agent and the ABL Secured Parties shall Senior Lender will be entitled to manage and supervise their its loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Senior Loan Documents as they Senior Lender may, in their its sole discretion, deem appropriate, and Senior Lender may manage their its loans and extensions of credit without regard to any rights or interests that the New First Lien Collateral Agent or any New First Lien Secured Party Subordinated Creditor may have in the Common Collateral, Collateral or otherwise except as otherwise expressly set forth in this Agreement. The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, Each Subordinated Creditor agrees that neither the ABL Collateral Agent nor any ABL Secured Party Senior Lender shall not incur any liability as a result of a sale, lease, license, application, application or other disposition of all or any portion of the Common Collateral or any part or Proceeds thereof. Senior Lender may, pursuant from time to time, enter into agreements and settlements with Obligors as it may determine in its sole discretion without impairing any of the ABL Documentssubordinations, so long as such disposition is conducted in accordance with mandatory provisions priorities, rights or obligations of applicable law and does not breach the provisions of parties under this Agreement, including, without limitation, substituting Collateral, releasing any Lien and releasing any Obligor. The New First Lien Collateral Agent Each Subordinated Creditor waives any and the New First Lien Secured Parties shall be entitled all rights it may have to manage and supervise their loans and extensions of credit under any New First Lien Document as they mayrequire Senior Lender to marshal assets, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any exercise rights or interests of the ABL Collateral Agent remedies in a particular manner, or to forbear from exercising such rights and remedies in any ABL Secured Parties, except as otherwise expressly set forth in this Agreementparticular manner or order.