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 any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and any Additional Agent, on behalf of itself and any Additional 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 non-payment of all or any part of the ABL Obligations. All Term Loan 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 ABL Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Term Loan Agent or any Term Loan 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 Term Loan 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 Term Loan Agent, on behalf of itself and the Term Loan 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 waives 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. (a) All ABL Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and any Additional Agent, on behalf of itself and any Additional 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 non-payment of all or any part of the ABL Obligations. All Term Loan Obligations at any time made or incurred by any Borrower or any Guarantor 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, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Term Loan Agent or any Term Loan 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 Term Loan Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan Agent, on behalf of itself and the Term Loan 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 waives 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. (a) All ABL Loan Agreement Secured Obligations at any time made or incurred by any Borrower or any Guarantor Debtor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan AgentTrustee, on behalf of itself and the Term Loan Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented therebyNoteholders, hereby waives (i) notice of acceptance ofacceptance, or proof of reliance reliance, by the ABL Agent or any ABL Secured Party on, 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 Term Loan Obligations at None of the Agent, any time made or incurred by any Borrower Lender or any Guarantor of their respective affiliates, directors, officers, employees, or agents shall be deemed liable for failure to have been made demand, collect, or incurred realize upon any of the Collateral or for any delay in reliance upon 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 Agent or any Lender honors (or fails to honor) a request by a Borrower for an extension of credit pursuant to the Loan Agreement or any of the Lender Loan Documents, whether Agent or any 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 Indenture 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 Agent or any Lender otherwise should exercise any of its contractual rights or remedies under the Lender Loan Documents (subject to the express terms and conditions hereof), neither Agent nor any Lender shall have any liability whatsoever to the Trustee or any 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 Agent and the Lenders will be entitled to manage and supervise their loans and extensions of credit under the Loan Agreement and other Lender Loan Documents as the Agent and the Lenders may, in their sole discretion, deem appropriate, and the ABL AgentAgent and the Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. The Trustee, on behalf of itself and the ABL Secured PartiesNoteholders, agrees that the Agent and the Lenders shall not incur any Additional Agentliability as a result of a sale, on behalf of itself and any Additional Secured Parties represented therebylease, hereby waives notice of acceptancelicense, or proof of reliance, by the Term Loan Agent or any Term Loan Secured Party of this Agreement, and notice other disposition of the existenceCollateral, increase, renewal, extension, accrual, creation, or non-payment of all or any part thereof, pursuant to the Lender Loan Documents conducted in accordance with mandatory provisions of the Term Loan 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 Term Loan Agent, on behalf of itself and the Term Loan 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 waives 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 Obligationsapplicable law.

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and any Additional Agent, on behalf of itself and any Additional 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, renewalxxxxxxx, extensionxxxxxxxxx, accrualxxxxxxx, creation, or non-payment of all or any part of the ABL Obligations. All Term Loan Obligations at any time made or incurred by any Borrower or any Guarantor 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, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Term Loan Agent or any Term Loan 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 Term Loan Obligations. All Additional Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan Agent, on behalf of itself and the Term Loan 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 waives 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. (a) 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 Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties Creditors represented thereby, hereby waives notice of acceptance of, or proof of reliance by the ABL Agent or any ABL Secured Party 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 Term Loan 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 ABL Secured PartiesLenders, and any Additional Agent, on behalf of itself and any Additional Secured Parties Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Term Loan Agent or any Term Loan 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 Term Loan 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 Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, the ABL Agent, on behalf of itself and any ABL Secured PartiesLenders, and any other Additional Agent, on behalf of itself and the Additional Secured Parties Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Secured Parties 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. (a) All ABL Senior Lien Obligations at any time made or incurred by any Borrower the Borrowers or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan each Junior Lien Agent, on behalf of itself and the Term Loan Secured Parties, and any Additional Agent, on behalf of itself and any Additional Junior Lien 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 non-payment of all or any part of the ABL Obligations. All Term Loan 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 ABL Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented therebyit, hereby waives notice of acceptance, or proof of reliance, by the Term Loan Agent Senior Lien Agents or any Term Loan 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 Term Loan Senior Lien Obligations. All Additional Junior Lien Obligations at any time made or incurred by any Borrower the Borrowers or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan each Senior Lien Agent, on behalf of itself and the Term Loan 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 Senior Lien Secured Parties represented therebyby it, hereby waives notice of acceptance, or proof of reliance reliance, by any Additional the Junior Lien Agent or any Additional 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 Additional Junior Lien Obligations. None of the Senior Lien Agents, any Senior 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 any Senior Lien Agent or any Senior Lien Secured Party honors (or fails to honor) a request by the Borrowers for an extension of credit pursuant to any Senior Lien Credit Agreement or any of the other Senior Lien Documents, whether such Senior Lien Agent or 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 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 such Senior Lien Agent or Senior Lien Secured Party otherwise should exercise any of its contractual rights or remedies under any Senior Lien Documents (subject to the express terms and conditions hereof), neither the Senior Lien Agents nor any Senior Lien Secured Party shall have any liability whatsoever to any 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 Agents 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 Agents or any of the Junior Lien Secured Parties have in the Collateral, except as otherwise expressly set forth in this Agreement. Each Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties represented by it, agrees that neither the Senior Lien Agents 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. If any Junior Lien Agent or any Junior Lien Secured Party honors (or fails to honor) a request by the Borrowers for an extension of credit pursuant to any Junior Lien Credit Agreement or any of the other Junior Lien Documents, whether such Junior Lien Agent or Junior 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 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 such Junior Lien Agent or Junior Lien Secured Party otherwise should exercise any of its contractual rights or remedies under the Junior Lien Documents (subject to the express terms and conditions hereof), neither the Junior Lien Agents nor any Junior Lien Secured Party shall have any liability whatsoever to the Senior Lien Agents or any Senior 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 Junior Lien Agent and the other Junior Lien Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under the 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 Senior Lien Agents or any Senior Lien Secured Party has in the Collateral, 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 any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan Agent, on behalf of itself and the Term Loan Secured PartiesLenders, and any Additional Agent, on behalf of itself and any Additional Secured Parties Creditors represented thereby, hereby waives notice of acceptance ofacceptance, or proof of reliance by the ABL Agent or any ABL Secured Party on, 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 Term Loan 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 ABL Secured PartiesLenders, and any Additional Agent, on behalf of itself and any Additional Secured Parties Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Term Loan Agent or any Term Loan 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 Term Loan 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 Term Loan Agent, on behalf of itself and the Term Loan Secured PartiesLenders, and 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 therebyLenders, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Secured Parties 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. (a) 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 each of the First Lien Term Loan Agent, on behalf of itself and the First Lien Term Loan Secured PartiesLenders, and any Additional the First Lien Notes Agent, on behalf of itself itself, the First Lien Notes Secured Parties, and any Additional the Future Term Loan/Notes Indebtedness Secured Parties represented therebyParties, hereby waives notice of acceptance ofacceptance, or proof of reliance by the ABL Agent or any ABL Secured Party on, 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 Term Loan Loan/Notes 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 ABL Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented therebyLenders, hereby waives notice of acceptance, or proof of reliance, by the any Term Loan Agent Loan/Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, or any Future Term Loan 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 Term Loan 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 Term Loan Agent, on behalf of itself and the Term Loan 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 waives 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 Loan/Notes Obligations.

Notice of Acceptance and Other Waivers. (a) All ABL Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the [Term Loan Loan] Agent, on behalf of itself and the [Term Loan Loan] Secured Parties, and any each Additional [Term] Agent, on behalf of itself and any the Additional [Term] Secured Parties represented thereby, hereby waives waive 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 non-payment of all or any part of the ABL Obligations. All [Term Loan Loan] Obligations at any time made or incurred by any Borrower or any Guarantor 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, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby waives notice of acceptance, or proof of reliance, by the [Term Loan Loan] Agent or any [Term Loan Loan] 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 [Term Loan Loan] Obligations. All Additional [Term] Obligations at any time made or incurred by any Borrower or any Guarantor Credit Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan Agent, on behalf of itself and the Term Loan 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 waives notice 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 Additional [Term] Obligations.

Notice of Acceptance and Other Waivers. (a) 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 Term Loan Cash Flow Agent, on behalf of itself and the Term Loan Secured PartiesCash Flow Lenders, and any Additional Agent, on behalf of itself and any Additional Secured Parties Creditors represented thereby, hereby waives notice of acceptance ofacceptance, or proof of reliance by the ABL Agent or any ABL Secured Party on, 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 Term Loan Cash Flow 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 ABL Secured PartiesLenders, and any Additional Agent, on behalf of itself and any Additional Secured Parties Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Term Loan Cash Flow Agent or any Term Loan Secured Party Cash Flow Lender of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Term Loan Cash Flow 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 Term Loan Cash Flow Agent, on behalf of itself and the Term Loan Secured PartiesCash Flow Lenders, and 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 therebyLenders, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Secured Parties 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. (a) All DIP ABL Obligations at any time made or incurred by any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the DIP Term Loan Agent, on behalf of itself and the DIP Term Loan Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented thereby, hereby waives notice of acceptance ofacceptance, or proof of reliance by the DIP ABL Agent or any DIP ABL Secured Party on, Lender on this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the DIP ABL Obligations. All DIP Term Loan Obligations at any time made or incurred by any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the DIP ABL Agent, on behalf of itself and the DIP ABL Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented therebyLenders, hereby waives notice of acceptance, or proof of reliance, by the DIP Term Loan Agent or any DIP Term Loan 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 DIP Term Loan 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 Term Loan Agent, on behalf of itself and the Term Loan 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 waives 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. (a) 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 Term Loan Agent, on behalf of itself and the 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 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 non-payment of all or any part of the ABL Obligations. All Term Loan 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 ABL 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 Term Loan Agent or any Term Loan 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 Term Loan Obligations. All Additional 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 Term Loan Agent, on behalf of itself and the 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 non-payment of all or any part of the Additional Term Obligations.

Notice of Acceptance and Other Waivers. (a) 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 Term Loan 2025 Notes Agent, on behalf of itself and the Term Loan Secured Parties2025 Notes Creditors, and any Additional Agent, on behalf of itself and any Additional Secured Parties Creditors represented thereby, hereby waives notice of acceptance ofacceptance, or proof of reliance by the ABL Agent or any ABL Secured Party on, 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 Term Loan 2025 Notes 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 ABL Secured PartiesLenders, and any Additional Agent, on behalf of itself and any Additional Secured Parties Creditors represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Term Loan 2025 Notes Agent or any Term Loan Secured Party 2025 Notes Creditor of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Term Loan 2025 Notes 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 Term Loan 2025 Notes Agent, on behalf of itself and the Term Loan Secured Parties2025 Notes Creditors, and 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 therebyLenders, hereby waives notice of acceptance, or proof of reliance by any Additional Agent or any Additional Secured Parties Creditors of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment nonpayment of all or any part of the Additional Obligations.

Notice of Acceptance and Other Waivers. (a) All DIP ABL Obligations at any time made or incurred by any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the DIP Term Loan Agent, on behalf of itself and the DIP Term Loan Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented therebyLenders, hereby waives notice of acceptance ofacceptance, or proof of reliance by the DIP ABL Agent or any DIP ABL Secured Party on, Lender on this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the DIP ABL Obligations. All DIP Term Loan Obligations at any time made or incurred by any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the DIP ABL Agent, on behalf of itself and the DIP ABL Secured Parties, and any Additional Agent, on behalf of itself and any Additional Secured Parties represented therebyLenders, hereby waives notice of acceptance, or proof of reliance, by the DIP Term Loan Agent or any DIP Term Loan 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 DIP Term Loan 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 Term Loan Agent, on behalf of itself and the Term Loan 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 waives 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.