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

Notice of Acceptance and Other Waivers. (1) To the fullest extent permitted by applicable law, Second Lien 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 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 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 Event of Default under the 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 Second Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, Second Lien Agent, on behalf of itself and each Second Lien Lender, waives the right by statute or otherwise to require First Lien Agent, 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. Second Lien Agent, on behalf of itself and each Second Lien Lender, 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.

Notice of Acceptance and Other Waivers. (1a) To All ABL 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 fullest extent permitted by applicable law, Second Lien Note 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 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 such Second Lien Lender's risk hereunder; (v) notice of presentment for payment, demand, protestNoteholder Secured Parties, and notice thereof as to any instrument among the First Lien Loan Documents; (vi) notice of any Default or Event of Default under the 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 Second Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, Second Lien Additional Agent, on behalf of itself and each Second Lien Lenderany Additional Creditors represented thereby, hereby waives notice of acceptance of, or proof of reliance by the right by statute or otherwise to require First Lien Agent, First Lien Co-ABL Agent or any holder ABL Lender on, this Agreement, and notice of First Lien Indebtedness to institute suit against any Obligor the existence, increase, renewal, extension, accrual, creation, or to exhaust any rights and remedies which First Lien Agent, First Lien Conon-Agent, any First Lien Lender payment of all or any holder part of First Lien Indebtedness has the ABL Obligations. All Note Obligations at any time made or may incurred by any Borrower or any Guarantor shall be deemed to have against any Obligor. Second Lien been made or incurred in reliance upon this Agreement, and the ABL Agent, on behalf of itself and each Second Lien Lenderthe ABL Lenders, further and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Note Agent or any defense arising by reason Noteholder Secured Party of any disability or other defense of any Obligor or by reason this Agreement, and notice of the cessation from existence, increase, renewal, extension, accrual, creation, or non-payment of all or any cause whatsoever part of the liability Note Obligations. All Additional 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 Note Agent, on behalf of such Obligor in respect thereofitself and the Noteholder Secured Parties, the ABL Agent, on behalf of itself and any ABL Lenders, and any other Additional Agent, on behalf of itself and the Additional Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional Obligations.

Notice of Acceptance and Other Waivers. (1a) To All ABL 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 fullest extent permitted by applicable law, Second Lien [Cash Flow] 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 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 such Second Lien Lender's risk hereunder; (v) notice of presentment for payment, demand, protest[Cash Flow] Secured Parties, and notice thereof as to any instrument among the First Lien Loan Documents; (vi) notice of any Default or Event of Default under the 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 Second Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, Second Lien Additional Agent, on behalf of itself and each Second Lien Lenderany Additional Secured Parties represented thereby, waives hereby waive notice of acceptance of, or proof of reliance by the right by statute or otherwise to require First Lien Agent, First Lien Co-ABL Agent or any holder ABL Secured Party on, this Agreement, and notice of First Lien Indebtedness to institute suit against any Obligor the existence, increase, renewal, extension, accrual, creation, or to exhaust any rights and remedies which First Lien Agent, First Lien Conon-Agent, any First Lien Lender payment of all or any holder part of First Lien Indebtedness has the ABL Obligations. All [Cash Flow] Obligations at any time made or may incurred by any Credit Party shall be deemed to have against any Obligor. Second Lien been made or incurred in reliance upon this Agreement, and the ABL Agent, on behalf of itself and each Second Lien Lenderthe ABL Secured Parties, further waives and any defense arising Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby waive notice of acceptance, or proof of reliance, by reason the [Cash Flow] Agent or any [Cash Flow] Secured Party of any disability or other defense of any Obligor or by reason this Agreement, and notice of the cessation from existence, increase, renewal, extension, accrual, creation, or non-payment of all or any cause whatsoever part of the liability [Cash Flow] Obligations. All Additional 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 [Cash Flow] Agent, on behalf of such Obligor in respect thereofitself and the [Cash Flow] Secured Parties, the ABL Agent, on behalf of itself and any ABL Secured Parties, and any other Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, hereby waive notice of acceptance, or proof of reliance by any Additional Agent or any Additional 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 Additional Obligations.

Notice of Acceptance and Other Waivers. (1a) To All ABL 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 fullest extent permitted by applicable law, Second First Lien Term Loan 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 First Lien Credit AgreementTerm Loan Secured Parties, 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 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 Term Loan Documents; (vi) notice of any Default or Event of Default under the 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 Second Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, Second Lien Agent, on behalf of itself and each the Second Lien LenderTerm Loan Secured Parties, waives the right by statute or otherwise to require First Lien Agent, First Lien Co-Agent or and 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. Second Lien Additional Term Agent, on behalf of itself and each any Additional Term Secured Parties represented thereby, hereby waives notice of acceptance of, or proof of reliance by the ABL Agent or any ABL Secured Party on, this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or nonpayment of all or any part of the ABL Obligations. All First Lien Term Loan 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 the ABL Secured Parties, the Second Lien LenderTerm Loan Agent, further on behalf of itself and the Second Lien Term Loan Secured Parties, and any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance, by the First Lien Term Loan Agent or any defense arising by reason First Lien Term Loan Secured Party of any disability or other defense of any Obligor or by reason this Agreement, and notice of the cessation from existence, increase, renewal, extension, accrual, creation, or non-payment of all or any cause whatsoever part of the liability First Lien Term Loan Obligations. All Second Lien Term Loan 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 such Obligor itself and the ABL Secured Parties, the First Lien Term Loan Agent, on behalf of itself and the First Lien Term Loan Secured Parties, and any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Second Lien Term Loan Agent or any Second Lien Term Loan Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or nonpayment of all or any part of the Second Lien 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 respect thereofreliance upon this Agreement, and the First Lien Term Loan Agent, on behalf of itself and the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, on behalf of itself and the Second Lien Term Loan Secured Parties, the ABL Agent, on behalf of itself and any ABL Secured Parties, and any other Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, hereby waives notice 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 nonpayment of all or any part of the Additional Term Obligations.

Notice of Acceptance and Other Waivers. (1) To the fullest extent permitted by applicable law, Second Lien the Subordinated Agent, for and on behalf of itself and each Second Lien Lenderthe Subordinated Lenders, hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the First Lien Credit AgreementSenior NIA, or the creation or existence of any First Lien Senior Indebtedness; (iii) notice of the amount of the First Lien Senior 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 the Subordinated Agent's or such Second Lien Lenderany Subordinated Xxxxxx's risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the First Lien Senior Loan Documents; (vi) notice of any Default default or Event of Default under the First Lien Senior Loan Documents or otherwise relating to the First Lien Senior Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Second Lien the Subordinated Agent under this Subordination Agreement) and demands to which Second Lien the Subordinated Agent or any Second Lien Subordinated Lender might otherwise be entitled. (1) To the fullest extent permitted by applicable law, Second Lien the Subordinated Agent, for and on behalf of itself and each Second Lien Lenderthe Subordinated Lenders, waives the right by statute or otherwise to require First Lien the Senior Agent, First Lien Co-Agent any Senior Lender or any holder of First Lien Senior Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which First Lien Agent, First Lien Co-the Senior Agent, any First Lien Senior Lender or any holder of First Lien Senior Indebtedness has or may have against any Obligor. Second Lien The Subordinated Agent, for and on behalf of itself and each Second Lien Lenderthe Subordinated Lenders, 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.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 Subordinated Lenders, hereby waives: (i) any rights to assert against the Senior Agent, the Senior Lenders or any other holder of Senior Indebtedness any defense (legal or equitable), set-off, counterclaim, or claim which the Subordinated Agent or any Subordinated Lender may now or at any time hereafter have against any Obligor or any other party liable to the Senior Agent, 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 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 addition, 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. (1) To the fullest extent permitted by applicable law, Second Lien each Subordinated Agent, for and on behalf of itself and each Second Lien Lenderthe Subordinated Lenders, hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the First Lien Credit AgreementSenior NIA, or the creation or existence of any First Lien Senior Indebtedness; (iii) notice of the amount of the First Lien Senior 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 any Subordinated Agent's ’s or such Second Lien Lender's any Subordinated Xxxxxx’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the First Lien Senior Loan Documents; (vi) notice of any Default default or Event of Default under the First Lien Senior Loan Documents or otherwise relating to the First Lien Senior Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Second Lien any Subordinated Agent under this Subordination Agreement) and demands to which Second Lien any Subordinated Agent or any Second Lien Subordinated Lender might otherwise be entitled. (1) To the fullest extent permitted by applicable law, Second Lien each Subordinated Agent, for and on behalf of itself and each Second Lien Lenderthe Subordinated Lenders, waives the right by statute or otherwise to require First Lien the Senior Agent, First Lien Co-Agent any Senior Lender or any holder of First Lien Senior Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which First Lien Agent, First Lien Co-the Senior Agent, any First Lien Senior Lender or any holder of First Lien Senior Indebtedness has or may have against any Obligor. Second Lien Each Subordinated Agent, for and on behalf of itself and each Second Lien Lenderthe Subordinated Lenders, 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.b)) of any Obligor or by reason of the cessation from any cause whatsoever of the liability of such Obligor in respect thereof.

Notice of Acceptance and Other Waivers. (1) To the fullest extent permitted by applicable law, the Second Lien Agent, on behalf of itself and each Second Lien Lender, 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 such the Second Lien Agent's ’s or such any Second Lien Lender's ’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 Loan Documents 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 AgentCredit Agreement, on behalf or the creation or existence of itself and each any of the Second Lien Lender, waives Indebtedness; (iii) notice of the right by statute or otherwise to require First Lien Agent, First Lien Co-Agent or any holder amount 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. the Second Lien Agent, on behalf of itself and each Second Lien Lender, further waives any defense arising by reason Indebtedness; (iv) notice of any disability or other defense adverse change in the financial condition of any Obligor or by reason of any other fact that might increase the cessation from First Lien Agent’s or any cause whatsoever First Lien Lender’s risk hereunder; (v) notice of presentment for payment, demand, or protest, and notice thereof as to any instrument among the liability 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 Obligor in respect thereofnotice 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.

Notice of Acceptance and Other Waivers. (1) To the fullest extent permitted by applicable law, Second Lien Agent, on behalf of itself and each Second Lien Lender, 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 ’s or such any Second Lien Lender's 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 Loan Documents 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 AgentCredit Agreement, on behalf or the creation or existence of itself and each any Second Lien Lender, waives Indebtedness; (iii) notice of the right by statute or otherwise to require First Lien Agent, First Lien Co-Agent or any holder amount 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. the Second Lien Agent, on behalf of itself and each Second Lien Lender, further waives any defense arising by reason Indebtedness; (iv) notice of any disability or other defense adverse change in the financial condition of any Obligor or by reason 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 cessation from Second Lien Loan Documents; (vi) notice of any cause whatsoever Default or Event of Default (under and as defined in the liability of Second Lien Credit Agreement) or otherwise relating to the Second Lien Indebtedness; and (vii) all other notices (except if such Obligor in respect thereofnotice is specifically required to be given to First Lien Agent under this Agreement) and demands to which First Lien Agent might otherwise be entitled.

Notice of Acceptance and Other Waivers. (1) To the fullest extent permitted by applicable law, Second Junior Lien Agent, on behalf of itself and each Second Junior Lien Lender, hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the First Lien Senior Secured Credit Agreement, or the creation or existence of any First Senior Lien Indebtedness; (iii) notice of the amount of the First Senior 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 Junior Lien Agent's ’s or such Second Junior Lien Lender's ’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the First Senior Lien Loan Documents; (vi) notice of any Default or Event of Default under the First Senior Lien Loan Documents or otherwise relating to the First Senior Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Second Junior Lien Agent under this Agreement) and demands to which Second Junior Lien Agent or any Second Junior Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, Second Junior Lien Agent, on behalf of itself and each Second Junior Lien Lender, waives the right by statute or otherwise to require First Senior Lien Agent, First Lien Co-Agent or any holder of First Senior Lien Indebtedness to institute suit against any Obligor or to exhaust any rights and remedies which First Senior Lien Agent, First Lien Co-Agent, any First Senior Lien Lender or any holder of First Senior Lien Indebtedness has or may have against any Obligor. Second Junior Lien Agent, on behalf of itself and each Second Junior Lien Lender, 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.

Notice of Acceptance and Other Waivers. (1) To the fullest extent permitted by applicable law, Second each Junior Lien Agent, on behalf of itself and each Second Junior Lien LenderLender 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 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 Junior Lien Agent's ’s or such Second any Junior Lien Lender's ’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 Event of Default under the 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 such Junior Lien Agent under this Agreement) and demands to which Second such Junior Lien Agent or any Second such Junior Lien Lender might otherwise be entitled. To the fullest extent permitted by applicable law, Second each Junior Lien Agent, on behalf of itself and each Second Junior Lien LenderLender for which it is agent, waives the right by statute or otherwise to require First Lien Agent, 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. Second Each Junior Lien Agent, on behalf of itself and each Second Junior Lien LenderLender 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.

Notice of Acceptance and Other Waivers. (1) To the fullest extent permitted by applicable law, Second Lien Holdings Agent, on behalf of itself and each Second Lien Lender, Holdings Lender hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the First Lien Aimco Credit Agreement, or the creation or existence of any First Aimco Lien Indebtedness; (iii) notice of the amount of the First Aimco Lien Indebtedness; (iv) notice of any adverse change in the financial condition of any either Obligor or of any other fact that might increase such Second Lien Holdings Agent's ’s or such Second Lien any Holdings Lender's ’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the First Lien Aimco Loan Documents; (vi) notice of any Default or Event of Default under the First Lien Aimco Loan Documents or otherwise relating to the First Aimco Lien Indebtedness; and (vii) all other notices (except if such notice is specifically required to be given to Second Lien Holdings Agent under this Agreement) and demands to which Second Lien Holdings Agent or any Second Lien and each Holdings Lender might otherwise be entitled. To , (viii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the fullest extent permitted by present or future lack of perfection, sufficiency, validity, or enforceability of any Aimco Lien Indebtedness or any security therefor; and (ix) the benefit of any statute of limitations affecting Holdings Agent’s or any Holdings Lenders’ obligations hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable law, Second to the Aimco Lien Agent, on behalf Indebtedness shall similarly operate to defer or delay the operation of itself and each Second Lien Lender, waives the right by such statute or otherwise of limitations applicable to require First Lien Agent, First Lien Co-Holdings 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. Second Lien Agent, on behalf of itself and each Second Lien Holdings Lender, 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’s obligations hereunder.