Common use of Waivers; Amendment Clause in Contracts

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties), subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank L/C Issuer, any Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and L/C Issuer, the Lenders or any other Secured Party hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan Loan, or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Lender, any L/C Issuer or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof or of any other Security Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party Obligor in any case shall entitle any Loan Party Obligor to any other or further notice or demand in similar or other circumstances. (b) Neither Without modifying Section 7.03(b), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties Obligors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Bank, any Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and Bank, the Lenders or any other Secured Party hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or Lender, any Issuing Bank or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof or of any other Security Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 13.1 of the Credit Agreement. The Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party Guarantor or Loan Parties Guarantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Guarantor from any covenant of such Guarantor set forth herein to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein or in any other Security Document to the extent such departure is not inconsistent with any limitation on the authority of the Collateral Agent set forth in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by on the Administrative Agent, part of the Collateral AgentAgent to exercise any power, any Issuing Bank right or any Lender in exercising any rightprivilege hereunder shall impair such power, power right or remedy hereunder privilege or under any other Loan Document shall operate as be construed to be a waiver thereofof any default or acquiescence therein, nor shall any single or partial exercise of any such rightpower, power right or remedyprivilege, or any abandonment or discontinuance of steps to enforce such a rightpower, power right or remedyprivilege, preclude any other or further exercise thereof or the exercise of any other rightpower, power right or remedyprivilege. The powers, rights, powers privileges and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive shall be in addition to and independent of any all rights, powers and remedies existing by virtue of any statute or remedies that they would otherwise haverule of law or in any of the other Loan Documents. No waiver of any provision provisions of this Agreement or any other Loan Document or consent to any departure by any Loan Party the Grantors therefrom shall in any event be effective unless the same shall be permitted by paragraph paragraphs (b) of this Section 7.09or (c) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Loan Party Grantor in any case shall entitle such Grantor or any Loan Party other Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)Grantors, subject to any consent required in accordance with Section 9.08 of the Credit Agreement. (c) Notwithstanding the foregoing, the Collateral Agent may, with the consent of the Grantors and without the consent of any Lender, Secured Party or other Person, amend, modify or supplement this Agreement in writing to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or any Issuing Bank.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank each Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Loan Party or Security Provider therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.0911.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party or Security Provider in any case shall entitle any Loan Party or Security Provider to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Sections 2.17, 2.19(d), 11.02(d) and 11.02(e), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party, Loan Parties, Security Provider or Security Providers that are parties thereto, in each case with the written consent of the Required Lenders; provided, that no such agreement shall: (i) increase or extend the expiry date of any Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in or an extension of the expiry date of any Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Loan or reduce the rate of interest thereon (including, for the avoidance of doubt, the Applicable Margin) (other than waiver of any increase in the rate of interest pursuant to Section 2.06(b)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby; (iii) postpone or extend the maturity of any Loan or any date for the payment of any interest, premium or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the rate of interest pursuant to Section 2.06(b)), or postpone the scheduled date of expiration or reduction of any Commitment without the written consent of each Lender directly affected thereby; (iv) change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender directly affected thereby (provided that any amendment that clarifies any ambiguity or defect in the definition or use of Disqualified Institutions shall require only the consent of the Required Lenders and the Loan Parties); (v) change Section 2.10(d), Section 2.14(b), Section 2.14(c) or Section 9.01 or other corresponding sections of any other Loan Document in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender directly affected thereby; (vi) change the percentage set forth in the definition of “Required Lenders”, “Required Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vii) release any Guarantor from its Guarantees, or limit its liability in respect of such Guarantee or release the Borrower from its obligations under the Loan Documents, without the written consent of each Lender; (viii) except as expressly permitted in this Agreement or any Security Document, release any Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender; (ix) subordinate the Obligations under the Loan Documents to any other Financial Indebtedness or the Liens on any of the Collateral without the written consent of each Lender; (x) amend or otherwise modify Section 6.10 (or for the purposes of determining compliance with Section 6.10, any defined terms used therein), or (y) waive or consent to any Default resulting from a breach of Section 6.10 without the written consent of each Lender; provided that notwithstanding the foregoing, any waiver or consent with respect to any Default resulting from a breach of Section 6.10(d) shall be subject to written consent of all Lenders; and (xi) amend or otherwise modify the definitions of Designated Person, Sanctions Law, Sanctions Authority or Anti-Terrorism Law or Section 3.22, Section 5.21, Section 6.18, or Section 6.19 without the written consent of each Lender. provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Collateral Agent) if (1) by the terms of such agreement the Commitments of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (3) Section 2.16(b) is complied with. Notwithstanding anything herein to the contrary, (i) any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms directly affects the rights or duties of the Lenders of a particular Class (but not the Lenders of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number of percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.02(b) if such Class of Lenders were the only Class of Lenders hereunder at such time and (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. (c) Without the consent of any other person, the applicable Loan Party or Loan Parties with respect or applicable Security Provider or Security Providers and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to which such waiver, the extent required by any Loan Document) enter into any amendment or modification is waiver of any Loan Document, or enter into any new agreement or instrument, to apply effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements. (ord) Notwithstanding the foregoing, at its election and after if, following the Effective Closing Date, by Holdings on behalf the Administrative Agent and the Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of all a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such Loan Parties), subject provision and such amendment shall become effective without any further action or consent of any other party to any consent required Loan Documents if the same is not objected to in accordance with writing by the Required Lenders within five Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment). (e) Further, notwithstanding the foregoing, any provision of this Agreement and the other Loan Documents may be amended to effect any Incremental Revolving Loan Amendment as, and to the extent, provided in Section 9.08 of the Credit Agreement2.19.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.09(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Agent or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Secured Party in exercising any right, remedy, power or remedy privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or remedyprivilege. The rights, remedies, powers and remedies privileges of the Administrative AgentSecured Parties herein provided, the Collateral Agent, any Issuing Bank and the Lenders hereunder and provided under the each other Loan Documents Document, are cumulative and are not exclusive of any rights, remedies, powers or remedies that they would otherwise haveand privileges provided by Law. No waiver of any provision of this Agreement or consent to any departure by any Loan Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.096.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to the Collateral and Guarantee Requirement and any consent required in accordance with Section 9.08 10.01 of the Credit Agreement. Notwithstanding the foregoing, this Agreement and the provisions hereof shall be subject to amendment, modification, waiver or consent to the extent required pursuant to the terms of the Closing Date Intercreditor Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, Lenders or any Issuing Bank and the Lenders other Secured Party hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.01 of the Term Loan Agreement, Article IX of the Indenture and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Pari Passu Intercreditor Agreement. The Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents, provided by the Trustee, as to the receipt of valid consents from the Holders of at least a majority in aggregate principal amount of all outstanding Notes to amend this Agreement (or two-thirds in aggregate principal amount of all outstanding Notes if required by the Indenture), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Borrower desires that this Agreement be amended as provided in Section 5.09(b) above, the Borrower shall deliver to the Agent a certificate signed by an officer of the Borrower stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. If requested by the Agent (although the Agent shall have no obligation to make any such request), the Borrower shall furnish to the Agent copies of officers’ certificates and legal opinions delivered to the Trustee in connection with any amendment to the Indenture affecting the operation of this Section 5.09. The Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders Secured Parties hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making no extension of a Loan or the issuance of a Letter of credit under any Credit Agreement shall not be construed as a waiver of any Default or Event of Defaultdefault hereunder, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Agent or any Issuing Bank Secured Party may have had notice or knowledge of such Default or Event of Default default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan such Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 under any of the Credit AgreementAgreements.

Waivers; Amendment. (a) No failure or delay by the Administrative Collateral Agent, the Collateral Administrative Agent, any Issuing Bank or any Lender other Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Collateral Agent, the Administrative Agent, the Collateral AgentIssuing Banks, any Issuing Bank and the Lenders and any other Secured Party hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the Collateral Agent, the Administrative Agent, the Collateral Agentany Issuing Bank, any Lender or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any other Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan Loan, the acceptance and purchase of a B/A or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Issuing Bank or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party Pledgor in any case shall entitle any Loan Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Pledgor or Loan Parties Pledgors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by of the Administrative Agent, the Collateral Agent, any Issuing Bank Agents or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.099.08(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on the Borrower or any other Loan Party in any case shall entitle any Loan Party such Person to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 2.20, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (w) in the case of any Fee Letter, by the Persons party thereto in accordance with the terms thereof, (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; provided that waivers, amendments or modifications of the RC Financial Covenant (or any of financial definitions or provisions used for the implementation of the RC Financial Covenant) will require only the consent of the Required Revolving Lenders, and waivers, amendments or modifications of the Loan Documents that affect solely the Revolving Lenders under the Revolving Facility (including any waiver, amendment or modification of any conditions to extensions of credit under the Revolving Facility, the making of any representations and warranties in respect thereof and the operation of the Revolving Facility) or solely the Term Lenders under the Term Facility, will require only the consent of the Required Revolving Lenders or Required Term Lenders, as applicable; provided, further, that no such agreement shall: (i) increase the amount of, or extend the, Commitments of a Lender, without the prior written consent of such Lender holding such Commitments (it being understood that a waiver, amendment or modification of any condition precedent or of any Default, mandatory prepayment or mandatory reductions of the Commitments shall not constitute an increase or extension of any Commitment of any Lender), (ii) decrease or forgive the principal amount of, or decrease the rate of interest on, any Loan (provided that only the consent of the Required Lenders shall be necessary to waive, amend or modify any obligation to pay the Default Rate, any provisions implementing the Default Rate as they relate to the Default Rate, any provisions relating to the MFN Protection, any mandatory prepayment or any financial ratio (in each case, any component definition thereof or with respect thereto), including the Consolidated Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Superpriority Leverage Ratio and Debt Service Coverage Ratio) or decrease fees payable to all Term Lenders or Revolving Lenders, without the prior written consent of each Lender directly and adversely affected thereby, (iii) extend or waive any scheduled amortization payments under Section 2.08(a), extend the final maturity date of any Facility or extend or waive any fixed payment date for principal, interest and commitment fees under Section 2.08, Section 2.10(b) or Section 2.11 (subject to the proviso of Section 9.08(b)(ii)), without the prior written consent of each Lender directly and adversely affected thereby (it being understood that any waiver, amendment or modification of any mandatory prepayment of the Term Loans shall not constitute an extension or waiver of any such fixed payment date), (iv) except as permitted hereunder, release all or substantially all of (A) the Collateral or (B) the aggregate value of the Guarantees provided by the Guarantors, without the prior written consent of each directly and adversely affected Lender, (v) waive, amend or modify the provisions of this Section or the definition of the term “Required Class Lenders”, “Required Facility Lenders,” “Required Lenders,” “Required Term Lenders”, “Required Revolving Lenders”, without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date), (vi) change Section 2.16 or Section 7.04 in a manner that would alter the pro rata sharing of payments and/or application of distributions required thereby (or add or change any other provision of this Agreement or any other Loan Document that has the effect of making any such alteration to such provisions), or modify the definition of “Pro Rata Share,” without the written consent of each directly and adversely affected Lender, (vii) (A) amend, waive, or otherwise modify any term or provision of this Agreement and the other Loan Documents in a manner that adversely affects the super-priority status (including, for the avoidance of doubt, increases in the aggregate outstanding amount of Superpriority Facilities permitted by this Agreement) of the Revolving Facility or (B) change Section 9.04 in a manner that would alter the assignment provisions, in each case, without the written consent of each directly and adversely affected Lender, (viii) amend, waive or otherwise modify any term or provision (including the availability and conditions to funding under Section 2.20 (but not the conditions to implementing Incremental Term Loans or Incremental Revolving Commitments pursuant to Section 2.20(c)(vii)) with respect to Incremental Term Loans and Incremental Revolving Commitments, under Section 2.21 with respect to Refinancing Term Loans and Other Revolving Commitments and under Section 2.22 with respect to Extended Term Loans or Extended Revolving Commitments and, in each case, the rate of interest applicable thereto) which directly and adversely affects Lenders of one or more Incremental Term Loans, Incremental Revolving Commitments, Refinancing Term Loans, Other Revolving Commitments, Extended Term Loans or Extended Revolving Commitments and does not directly and adversely affect Lenders under any other Facility, in each case, without the written consent of the Required Facility Lenders under such applicable Incremental Term Loans, Incremental Revolving Commitments, Refinancing Term Loans, Other Revolving Commitments, Extended Term Loans or Extended Revolving Commitments (and in the case of multiple Facilities which are affected, with respect to any such Facility, such consent shall be effected by the Required Facility Lenders of such Facility); provided, however, that the amendments, waivers and other modifications described in this clause (viii) shall not require the consent of any Lenders other than the Required Facility Lenders under such applicable Incremental Term Loans, Incremental Revolving Commitments, Refinancing Term Loans, Other Revolving Commitments, Extended Term Loans or Extended Revolving Commitments, as the case may be, and (ix) except as provided by operation of any applicable Law, subordinate the Obligations or the Liens granted hereunder or under the other Loan Documents to any other Indebtedness (other than the subordination of the Liens granted hereunder (A) as provided under Section 9.18(b)(vii) or (B) as otherwise permitted under this Agreement on the Closing Date), in each case without the prior written consent of each directly and adversely affected Lender; provided, however, that neither this clause (ix) nor clause (vii) above shall restrict the “first out” revolving loans and commitments under the Superpriority Facility up to a stated principal amount outstanding of $175,000,000 in the aggregate or any “debtor in possession” financing. provided further that no such agreement shall amend, modify or otherwise affect the rights (including the payment of fees to) or duties of an L/C Issuer, the Administrative Agent or the Collateral Agent hereunder or under the other Loan Documents without the prior written consent of such L/C Issuer, the Administrative Agent or the Collateral Agent, as applicable; provided further that for purposes of any amendment or modification that increases the aggregate outstanding amount of Superpriority Facilities permitted by this Agreement, Exiting Term Lenders shall be disregarded in determining Required Term Lenders. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender. Notwithstanding anything to the contrary in the Loan Documents, no Defaulting Lender shall have any right to approve or disapprove any waiver, amendment or modification hereunder (and any waiver, amendment or modification which by its terms requires the consent of all Lenders, each affected Lender or each directly and adversely affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders, each affected Lender or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender (if such Lender were not a Defaulting Lender) to a greater extent than other affected Lenders. (c) Notwithstanding anything to the contrary in the Loan Documents, without the consent of any other Person, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties (it being understood that entry into any such new agreement or instrument may be in any form reasonably satisfactory to the Administrative Agent or Collateral Agent, as applicable). (d) Notwithstanding anything to the contrary in any Loan Document, the Borrower and the Administrative Agent may enter into any Incremental Amendment in accordance with Section 2.20, any Refinancing Amendment in accordance with Section 2.21 and any Extension Amendment in accordance with Section 2.22 and such Incremental Amendments, Refinancing Amendments and Extension Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, without any further action or consent of any other party to any Loan Document. In addition, in connection with the incurrence of any Loans or other Indebtedness intended to be secured by Parity Liens or Junior Liens or intended to be unsecured pursuant to any Incremental Amendment or Refinancing Amendment or any Permitted Debt Exchanges, the Borrower, the Administrative Agent and/or the Collateral Agent may, without the need to obtain consent of any other Lender, make changes to the Loan Documents reasonably satisfactory to the Borrower, the Administrative Agent and/or the Collateral Agent to reflect the provisions of this Agreement, including but not limited to entering into, amending, amending and restating or otherwise modifying any intercreditor agreement contemplated by this Agreement by the Administrative Agent and/or the Collateral Agent to facilitate the incurrence of such Indebtedness in a manner that is not adverse to the Lenders in any material respect. (e) Notwithstanding anything to the contrary in any Loan Document, without the consent of any other Person, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document), waive, amend or otherwise modify any Loan Document with the written consent of the Administrative Agent and/or Collateral Agent and the Borrower to (i) correct, amend, cure or resolve any ambiguity, omission, defect, typographical error, inconsistency or manifest error therein (including for the foregoing, in respect of accounting or financial matters), (ii) address matters of an immaterial nature in such Loan Party Document, (iii) make administrative and operational changes not adverse to any Lender, (iv) to otherwise enhance the rights and benefits of Lenders, or Loan Parties with respect (v) adhere to which local law or the reasonable advice of local counsel; provided that, in the case of Section 9.08(e), in all events any such waiver, amendment or modification shall become effective without any further action or the consent of any other Person if the same is not objected to apply in writing by the Required Lenders within five Business Days following receipt of notice thereof. (orf) Notwithstanding anything to the contrary in any Loan Document, at its election and after any amendment contemplated by Section 2.11(g) or Section 2.12 in connection with the Effective Dateuse or administration of Term SOFR or a Benchmark Transition Event, as applicable, shall be effective as contemplated by Holdings on behalf of all such Loan Parties)Section 2.11(g) or Section 2.12, subject to any consent required in accordance with Section 9.08 of the Credit Agreementas applicable.

Waivers; Amendment. (a) No failure or delay by the Administrative Collateral Agent, the Collateral Administrative Agent, any Issuing Bank Bank, any Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Collateral Agent, the Collateral Administrative Agent, any Issuing Bank and Bank, the Lenders or any other Secured Party hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent, the Administrative Agent, the Collateral Agentany Lender, any Lender or any Issuing Bank or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof or of any other Security Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 13.1 of the Credit Agreement. The Collateral Agent may conclusively in its sole discretion rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Secured Creditor in exercising any right, right or power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Secured Creditors hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of in this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by have been effected in accordance with paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank Secured Creditor may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 12.12 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any the other Loan Document Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may without the consent of any Secured Party consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein or in any other Collateral Document to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Administrative Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the Administrative Collateral Agent, the Collateral Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 11.12 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any other Secured Creditor, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Restructuring Date, by Holdings the Term Borrower on behalf of all such Loan Parties), subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Administrative Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the Administrative Agent, the Collateral Agent, Administrative Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties Grantor with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any other Secured Party, consent to a departure by Grantor from any covenant of Grantor set forth herein to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” or elsewhere in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 10.12 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any other Secured Creditor, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Collateral Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Collateral Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or Revolving Loan, the issuance of a Letter of Credit or the issuance of the Senior Secured Notes shall not be construed as a waiver of any Default under the Revolving Credit Agreement or any Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Lender, the Trustee or any the Issuing Bank may have had notice or knowledge of such Default under the Revolving Credit Agreement or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after including with respect to any release of Collateral other than the Effective Date, by Holdings on behalf release of all such Loan Partiesor substantially all the Collateral), subject to any consent required in accordance with either Credit Agreement, including Section 9.08 9.02 of the Revolving Credit Agreement; provided that no such agreement shall waive, amend or modify paragraph (c) of this Section 7.02 without the written consent of each Lender; provided further that, if Indebtedness under either Credit Agreement is Refinanced with Indebtedness that the other Credit Agreement permits to be incurred, and to be secured pari passu with the Secured Obligations, then, subject to and in accordance with the First Lien Intercreditor Agreement, the Collateral Agent and the Loan Parties may, without the consent of any Lenders, enter into an agreement to amend this Agreement and the other Security Documents to allow obligations in respect of such Indebtedness to constitute Secured Obligations. (c) The Collateral Agent shall not enter into any agreement or agreements to release all or substantially all the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, from the Liens of this Agreement or the other Security Documents without the prior written consent of each Lender.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the First Lien Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the First Lien Collateral Agent, any Issuing Bank Agent and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they the First Lien Collateral Agent or the other Secured Parties would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the Administrative Agent, the First Lien Collateral Agent, any Lender Agent or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the First Lien Collateral Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the First Lien Credit Agreement; provided that the First Lien Collateral Agent may, without the consent of any other Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the First Lien Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the First Lien Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.096.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than supplements expressly contemplated hereby) except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)applicable, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein or in any other Security Document to the extent such departure is not inconsistent with the Collateral and Guarantee Requirement or with any other limitation on the authority of the Administrative Agent set forth in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party Guarantor or Loan Parties Guarantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Guaranteed Party, consent to a departure by any Guarantor from any covenant of such Guarantor set forth herein to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement or in Section 9.02 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Applicable Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Secured Creditor in exercising any right, right or power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Secured Creditors hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of in this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by have been effected in accordance with paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank Secured Creditor may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 11.12 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, of the Collateral Agent, any Issuing Bank Agent or any Lender other Party in exercising any right, power or remedy right hereunder or under any other Loan Security Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Security Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they it would otherwise have. No waiver of any provision of this Agreement or any other Security Document or consent to any departure by the Collateral Agent or any Loan other Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party the Collateral Agent in any case shall entitle any Loan Party the Collateral Agent to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement in accordance with the provisions of Section 11.01 of the Master Investment and Credit Agreement; provided that without the consent of the Collateral Agent, no modification, supplement or agreements in writing entered into by waiver of the Agreement may modify the terms of Section 7 or any other term or provision that materially and adversely affects the rights, immunity, indemnity, duties, obligations liabilities or protection of the Collateral Agent hereunder. Any such amendment, supplement, modification or waiver shall be binding upon the Collateral Agent, each other Secured Party and the Loan Party or Loan Parties with respect to which such Borrower. Any purported amendment, waiver, amendment supplement or modification is to apply (or, at its election not complying with the terms of this Section shall be null and after the Effective Date, by Holdings on behalf of all such Loan Parties), subject to any consent required in accordance with Section 9.08 of the Credit Agreementvoid.

Waivers; Amendment. (a) No failure or delay by the Administrative Applicable Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Agreement Document, any other Notes Indenture Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders other Secured Parties hereunder and under the other Loan Credit Agreement Documents, the other Notes Indenture Documents and any Other First Lien Agreements are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit Credit, the incurrence of any Notes Obligation or the incurrence of any Other First Lien Obligation shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Agent or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party Pledgor in any case shall entitle any Loan Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Pledgor or Loan Parties Pledgors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement and Article IX of the Notes Indenture, and the consent of each other Authorized Representative if and to the extent required by (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in the Intercreditor Agreements. The Collateral Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) Notwithstanding anything to the contrary contained herein, the Collateral Agent may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Pledgors on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished by the time or times at which it would otherwise be required by this Agreement, the other Credit Agreement Documents, the other Notes Indenture Documents or any Other First Lien Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Bank, any Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power power, privilege or remedy, or any abandonment or discontinuance of steps to enforce such a right, power power, privilege or remedy, preclude any other or further exercise thereof or the exercise of any other right, power power, privilege or remedy. The rights, powers powers, privileges and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and Bank, the Lenders or any other Secured Party hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise haveprovided by Requirements of Law. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof or of any other Security Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 13.1 of the Credit Agreement. The Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Euro Loan or the issuance of a Letter of Credit for the account of the European Borrower shall not be construed as a waiver of any Default or any Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Issuing Lender or any Issuing Bank Euro Lender may have had notice or knowledge of such Default or any Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party European Guarantor or Loan Parties European Guarantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 10.09 of the Credit Loan Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank other Agent, any L/C Issuer or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank other Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative cumula- tive and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Guaranty Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Collateral Agent, the Collateral any other Agent, any Lender or any Issuing Bank L/C Issuer may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Guaranty Party in any case shall entitle any Loan Guaranty Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Guaranty Party or Loan Guaranty Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 10.01 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative any Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative each Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.0910.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral any Agent, any Lender or any the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on Borrower or any other Loan Party in any case shall entitle Borrower or any other Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 2.16(c) and Section 10.02(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall: (i) increase or extend the expiry date of the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in or extension of the expiry date of the Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)); (iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or the required date of payment of any Reimbursement Obligation, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the interest rate pursuant to Section 2.06(c)), or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, without the written consent of each Lender directly affected thereby; (iv) change Section 2.14(b) or (c) or Section 8.04 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or “Required Revolving Lenders” or any other provision of any Loan Document (including this Section 10.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vi) release all or substantially all of the Subsidiary Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (vii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender; (viii) change any provisions of any Loan Document in a manner that by its terms adversely and directly affects the rights in respect of payments due to Lenders holding Loans of any Class materially differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each directly affected Class; (ix) change the order of application of prepayments among Term Loans and Revolving Commitments under Section 2.10(g) or change the application of prepayments of Term Loans set forth in Section 2.10(g) in each case without the consent of the Required Lenders and Term Loan Lenders holding more than 50% of the principal amount of the outstanding Term Loans; (x) change Section 10.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender; (xi) subordinate the Obligations under the Loan Documents to any other Indebtedness; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, (2) any waiver, amendment or modification of this Agreement that by its terms directly affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Loan Lenders), or the Term Loan Lenders (but not the Revolving Lenders) or the Lenders holding any Class of Incremental Commitments (but not the other Term Loan Lenders or Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.02 if such Class of Lenders were the only Class of Lenders hereunder at the time and (3) any waiver, amendment or modification of this Agreement that by its terms results in (at the time of such waiver, amendment or modification or any time thereafter) Borrower satisfying any condition to a Revolving Borrowing contained in Section 4.02 hereof (which, but for such waiver, amendment or modification would not otherwise be satisfied) may not be effected without the consent of the Required Revolving Lenders. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (z) Section 2.16(b) is complied with. (c) Without the consent of any other Person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to apply the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements. (ord) Notwithstanding the foregoing, at its election (i) this Agreement may be amended (or amended and after restated) with the Effective Datewritten consent of the Required Lenders, by Holdings on behalf the Administrative Agent and Borrower (1) to add one or more additional credit facilities to this Agreement and to permit the extensions of all credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Loans and the accrued interest and fees in respect thereof and (2) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (ii) Borrower and the Administrative Agent may enter into amendments to this Agreement and the other Loan Parties), subject to any consent required Documents in accordance with the provisions of Section 9.08 of the Credit Agreement2.19 and/or Section 2.20, as applicable.

Waivers; Amendment. (a) No failure or delay by the Administrative First-Lien Collateral Agent, the Collateral Administrative Agent, any Issuing Bank or any First-Lien Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the First-Lien Collateral Agent, the Administrative Agent, the Collateral Agent, any Issuing Bank Banks and the First-Lien Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the First-Lien Collateral Agent, any First-Lien Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No Except as otherwise provided herein, no notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the First-Lien Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement. (c) In no event shall the consent of any Existing Senior Note Holder be required in connection with any amendment, amendment and restatement, supplement, waiver or other modification of this Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Agent in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Agent hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they the Administrative Agent would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Agent or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 10.01 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any other Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Administrative Agent set forth in Section 9.10 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral AgentApplicable First Lien Representative, any Issuing Bank or any Lender other Secured Party in exercising any right, power or remedy hereunder or hereunder, under any other Loan Document or under any Other First Lien Agreement, as applicable, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral AgentApplicable First Lien Representative, any Issuing Bank and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or any Other First Lien Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.10, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or Loan, the acceptance and purchase of a B/A, the issuance of a Letter of Credit or the incurrence of any Other First Lien Obligation shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative AgentApplicable First Lien Representative, the Collateral Agent, any Lender or any Issuing Bank or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent Applicable First Lien Representative and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement and, after the Intercreditor Effective Date, by each other Authorized Representative to the extent required by (and in accordance with) the applicable Other First Lien Agreement, or as otherwise provided in the First Lien Intercreditor Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Guarantor or Loan Parties Guarantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 11.12 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Guarantor from any covenant of such Guarantor set forth herein to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, making of a Loan or the issuance issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agentany Lender, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein or in any other Security Document to the extent such departure is not inconsistent with the Collateral and Guarantee Requirement or with any other limitation on the authority of the Administrative Agent set forth in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral AgentApplicable Representative, any Issuing Bank or any Lender other Secured Party in exercising any right, power or remedy hereunder or hereunder, under any other Loan Document or under any Senior Secured Note Indenture, as applicable, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral AgentApplicable Representative, any Issuing Bank and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or any Senior Secured Note Indenture or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.10, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or Loan, the issuance of a Letter of Credit or the incurrence of any Senior Secured Note Obligation shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative AgentApplicable Representative, the Collateral Agent, any Lender or any Issuing Bank or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent Applicable Representative and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement and, after the Intercreditor Effective Date, by each other Authorized Representative to the extent required by (and in accordance with) the applicable Additional Agreement (as defined in the First Lien Intercreditor Agreement), or as otherwise provided in the First Lien Intercreditor Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, of the Collateral Agent, any Issuing Bank Agent or any Lender other Party in exercising any right, power or remedy right hereunder or under any other Loan Security Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Security Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they it would otherwise have. No waiver of any provision of this Agreement or any other Security Document or consent to any departure by the Collateral Agent or any Loan other Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this given in accordance with Section 7.097(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party the Collateral Agent in any case shall entitle any Loan Party the Collateral Agent to any other or further notice or demand in similar or other circumstances. (b) Each party to this Agreement may waive its rights under any provision of this Agreement in writing. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by accordance with the provisions of Section 9.01 of the Credit Agreement; provided that without the consent of the Collateral Agent and the Loan Servicer, no amendment, modification, supplement or waiver of this Agreement may modify the terms of this Agreement in a way that adversely affects the rights, immunity, indemnity, duties, obligations liabilities or protection of the Agents hereunder. Any such amendment, supplement, modification or waiver shall be binding upon the Collateral Agent, each other Secured Party or Loan Parties with respect to which such and the Borrower. Any purported amendment, waiver, amendment supplement or modification is to apply (or, at its election not complying with the terms of this Section shall be null and after the Effective Date, by Holdings on behalf of all such Loan Parties), subject to any consent required in accordance with Section 9.08 of the Credit Agreementvoid.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Letter of Credit Issuer or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Letter of Credit Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.096.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank Letter of Credit Issuer may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 12.1 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Creditor Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein to the extent such departure is not inconsistent with any limitation on the authority of the Administrative Agent set forth in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by on the Administrative Agent, the Collateral Agent, part of any Issuing Bank or any Lender party hereto in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents parties hereto are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party party hereto in any case shall entitle any Loan Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Sections 2.03, 2.10, 2.11 and 6.15, neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the each Representative, each Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply Company (or, at its election for and after the Effective Date, by Holdings on behalf of all such Loan Partieseach of the other Grantors). Notwithstanding anything to the contrary, this Agreement may be amended from time to time at the request of the Company, at the Company’s expense and without the consent of any Representative, any Collateral Agent, any ABL Facility Secured Party or any First-Lien Secured Party, to (i) add other parties holding other ABL Obligations (or any agent or trustee therefor) and Other First-Priority Lien Obligations (or any agent or trustee therefor), in each case to the extent such indebtedness is not prohibited by the ABL Facility Documents or the First-Priority Lien Obligations Documents, (ii) in the case of other ABL Obligations, (A) establish that the Lien on the Notes Priority Collateral securing such other ABL Obligations shall be junior and subordinate in all respects to all Liens on the Notes Priority Collateral securing any First-Priority Lien Obligations and shall share in the benefits of the Notes Priority Collateral equally and ratably with all Liens on the Notes Priority Collateral securing any other ABL Obligations (subject to any consent required in accordance with Section 9.08 the terms of the Credit ABL Facility Documents), (B) establish that the Lien on the ABL Priority Collateral securing such other ABL Obligations shall be superior in all respects to all Liens on the ABL Priority Collateral securing any First-Priority Lien Obligations and shall share in the benefits of the ABL Priority Collateral equally and ratably with all Liens on the ABL Priority Collateral securing any other ABL Obligations (subject to the terms of the ABL Facility Documents), and (C) provide to the holders of such other ABL Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable Senior Collateral Agent) as are provided to the holders of ABL Obligations under this Agreement, and (iii) in the case of Other First-Priority Lien Obligations, (A) establish that the Lien on the Notes Priority Collateral securing such Other First-Priority Lien Obligations shall be superior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligations and shall share in the benefits of the Notes Priority Collateral equally and ratably with all Liens on the Notes Priority Collateral securing any other First-Priority Lien Obligations (subject to the terms of the First-Priority Lien Obligations Documents), (B) establish that the Lien on the ABL Priority Collateral securing such Other First-Priority Lien Obligations shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any ABL Obligations and shall share in the benefits of the ABL Priority Collateral equally and ratably with all Liens on the ABL Priority Collateral securing any other First-Priority Lien Obligations (subject to the terms of the First-Priority Lien Obligations Documents), and (C) provide to the holders of such Other First-Priority Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable Senior Collateral Agent) as are provided to the holders of then-existing First-Priority Lien Obligations under this Agreement, in each case so long as such modifications do not expressly violate the provisions of the ABL Facility Documents or the First-Priority Lien Obligations Documents. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Company that such modifications do not violate the ABL Facility Documents or the First-Priority Lien Obligations Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination will not affect whether or not the Company has complied with its undertakings in any such document or this Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document Financing Agreement shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents Financing Agreements are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party Pledgor in any case shall entitle any Loan Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Pledgor or Loan Parties Pledgors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Loan Agreement; provided that the Agent may, without the consent of any other Secured Party, consent to a departure by any Pledgor from any covenant of such Pledgor set forth herein to the extent such departure is consistent with the authority of the Agent set forth in the Loan Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Term Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Term Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Term Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. The parties hereto acknowledge and agree that Section 8.10 of the Credit Agreement applies to this Agreement. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Term Collateral Agent and the Loan Party Guarantor or Loan Parties Guarantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Term Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Guarantor from any covenant of such Guarantor set forth herein to the extent such departure is consistent with the authority of the Term Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Agreement Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders other Secured Parties hereunder and under the other Loan Credit Agreement Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09SECTION 5.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Agent or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party Pledgor in any case shall entitle any Loan Party Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than as provided in SECTION 5.15 and SECTION 5.16) except pursuant to an agreement or agreements as provided in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties), subject to any consent required in accordance with Section SECTION 9.08 of the Credit Agreement. The Collateral Agent may conclusively rely on a certificate of an officer of the Parent Borrower as to whether any amendment contemplated by this SECTION 5.09(b) is permitted.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement and the making of a Loan or the issuance of a Letter of Credit Loans shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Guaranteed Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein to the extent such departure is not inconsistent with the Guarantee Requirement or with any other limitation on the authority of the Administrative Agent set forth in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, remedy, power or remedy privilege hereunder or under any other Loan Secured Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or remedyprivilege, or any abandonment or discontinuance of steps to enforce such a right, remedy, power or remedyprivilege, preclude any other or further exercise thereof or the exercise of any other right, remedy, power or remedyprivilege. The rights, remedies, powers and remedies privileges of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Secured Parties hereunder and under the other Loan Secured Credit Documents are cumulative and are not exclusive of any rights, remedies, powers or remedies privileges that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 10.01 of the Credit Agreement. This Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)applicable, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Applicable Agent, the Collateral Agent, any Issuing Bank or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Guaranty Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (ba) Neither this Guaranty Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 10.01 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank L/C Issuer, any Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and L/C Issuer, the Lenders or any other Secured Party hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.9, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan Loan, or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Lender, any L/C Issuer or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, of the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, power or remedy right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Agent hereunder and of the other Secured Parties under the other Loan Credit Transaction Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision provisions of this Agreement or any other Credit Transaction Document or consent to any departure by any Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party Pledgor in any case shall entitle such Pledgor or any Loan Party other Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the provisions of the Intercreditor Agreement, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by among the Pledgors and the Collateral Agent Agent, with the prior written consent of the Required Lenders and the Loan Party Required Holders; PROVIDED, HOWEVER, that except as provided herein or Loan Parties with respect to which in the other Credit Transaction Documents, no such waiveragreement shall amend, amendment modify, waive or modification is to apply (or, at its election otherwise adversely affect a Secured Party's rights and after the Effective Date, by Holdings on behalf of all such Loan Parties), subject to interests in any consent required in accordance with Section 9.08 material amount of the Credit AgreementCollateral without the prior written consent of such Secured Party.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, Lenders or any Issuing Bank and the Lenders other Secured Party hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.01 of the Term Loan Agreement, Article IX of the Indenture and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Senior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement. The Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents, provided by the Trustee, as to the receipt of valid consents from the Holders of at least a majority in aggregate principal amount of all outstanding Notes to amend this Agreement (or two-thirds in aggregate principal amount of all outstanding Notes if required by the Indenture), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Borrower desires that this Agreement be amended as provided in Section 5.09(b) above, the Borrower shall deliver to the Agent a certificate signed by an officer of the Borrower stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. If requested by the Agent (although the Agent shall have no obligation to make any such request), the Borrower shall furnish to the Agent copies of officers’ certificates and legal opinions delivered to the Trustee in connection with any amendment to the Indenture affecting the operation of this Section 5.09. The Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.05, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Revolving Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, Lenders or any Issuing Bank and the Lenders other Secured Party hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.01 of the Term Loan Agreement, Article IX of the Indenture and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Senior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement. The Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents, provided by the Trustee, as to the receipt of valid consents from the Holders of at least a majority in aggregate principal amount of all outstanding Notes to amend this Agreement (or two-thirds in aggregate principal amount of all outstanding Notes if required by the Indenture), and (ii) any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Borrower desires that this Agreement be amended as provided in Section 5.09(b) above, the Borrower shall deliver to the Agent a certificate signed by an officer of the Borrower stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. If requested by the Agent (although the Agent shall have no obligation to make any such request), the Borrower shall furnish to the Agent copies of officers’ certificates and legal opinions delivered to the Trustee in connection with any amendment to the Indenture affecting the operation of this Section

Waivers; Amendment. (a) No failure or delay by on the Administrative Agent, the Collateral Agent, part of any Issuing Bank or any Lender party hereto in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents parties hereto are cumulative and are not exclusive of any rights, powers rights or [12] NTD: Fax details to be confirmed at time of signing. remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.098.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party party hereto in any case shall entitle any Loan Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each Representative and each Collateral Agent. Notwithstanding the Collateral Agent and foregoing, except during the Loan Party pendency of an Insolvency or Loan Parties with respect to which Liquidation Proceeding, no provision of this Agreement may be terminated, waived, amended or modified without the prior written consent of Holdings if such termination, waiver, amendment or modification is would adversely affect any Grantor. (c) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to apply (orenforce such a right or power, at its election preclude any other or further exercise thereof or the exercise of any other right or power. The rights and after remedies of the Effective Date, parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by Holdings on behalf of all such Loan Partiesany party therefrom shall in any event be effective unless the same shall be permitted by Section 8.02(b), subject and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any consent required other or further notice or demand in similar or other circumstances. (d) Subject to Section 8.04, this Agreement may be amended in writing signed by each Representative (in each case, acting in accordance with Section 9.08 the applicable Credit Documents); provided that any such amendment, supplement or waiver which by the terms of this Agreement requires Holdings’ consent or which increases the obligations, reduces the rights of, or otherwise adversely affects, Holdings shall require the consent of Holdings; and provided further that the Applicable First Lien Representative shall promptly furnish a copy of such amendment, supplement or waiver to Holdings. Any such amendment, supplement or waiver shall be in writing and shall be binding upon the First Lien Secured Parties and the Second Lien Secured Parties and their respective successors and assigns. (e) Holdings, the Applicable First Lien Representative and the Applicable Second Lien Representative may amend or supplement this Agreement or the applicable Credit Documents without the consent of any other Representative or Secured Party (i) to make any change that would provide any additional rights or benefits to a Secured Party, (ii) to make, complete or confirm any grant permitted or required by this Agreement or any of the Credit AgreementDocuments or any release of any Collateral that is otherwise permitted (if addressed therein, or if not addressed, not prohibited) under the terms of this Agreement and the other Credit Documents, (iii) to correct any typographical errors, drafting mistakes or other similar mistakes that do not modify the intended rights and obligations of the parties hereto and to correct administrative or manifest errors or omissions, or to effect administrative changes that are not adverse to any Secured Party and (iv) to incorporate any Additional First Lien Obligations, Additional Second Lien Obligations or any Refinancing, in each case to the extent permitted (if addressed therein, or if not addressed, not prohibited) by the terms of the Credit Documents then in effect, including to reflect such obligations and Liens in the definitions, the relative priority of Liens and payments and the provisions herein regarding voting, consents, amendments and waivers.

Waivers; Amendment. (a) No failure or delay by of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle any Loan Party such person to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders, and in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent (or, in the case of any Security Documents, the Collateral Agent if so provided therein) and consented to by the Required Lenders; provided, however, that no such agreement shall (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment of any Lender or decrease any fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender), (iii) [reserved], (iv) amend the provisions of Section 5.02 of the Collateral Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby, (v) amend or modify the provisions of this Section 9.08 or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date), (vi) release all or substantially all the Collateral or release any of Holdings, the Borrower or all or substantially all of the Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially all the Equity Interests of such Subsidiary Loan Party is sold or Loan Parties with respect to which such otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender; (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lender participating in another Facility, without the consent of the majority-in-interest of the Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is to apply (ornot changed); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent acting as such at its election the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and after the Effective Date, by Holdings on behalf of all such Loan Parties), subject to any consent required in accordance with by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender. (c) Without the consent of any Joint Lead Arranger or Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Credit AgreementSecured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law. (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (e) Notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended (or amended and restated) with written consent of the Administrative Agent and the Borrower in order to make modification contemplated by the terms of the Fee Letters.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, Lenders or any Issuing Bank and the Lenders other Secured Party hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.01 of the Term Loan Agreement and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Priority Lien Intercreditor Agreement. The Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Borrower desires that this Agreement be amended as provided in Section 5.09(b) above, the Borrower shall deliver to the Agent a certificate signed by an officer of the Borrower stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. The Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank each Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.099.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Borrower or any other Loan Party in any case shall entitle any Borrower or any other Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Except as otherwise expressly provided in this Agreement or any other Loan Document, subject to Section 9.02(c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Collateral Agreement) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall: (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default or Event of Default (or any definition used, respectively, therein) shall constitute an increase in the Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount, premium, including any Prepayment Premium, if any, of any Loan (or payable in connection with the prepayment of such Loan at a given time) or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(b)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation under the Loan Documents, without the written consent of each Lender directly affected thereby; (iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan under Section 2.08, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the interest rate pursuant to Section 2.06(b)), or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby; (iv) change Section 2.10(b) or (c) or Section 9.02 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 9.02) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; (vi) release all or substantially all of the Guarantors from their respective Loan Guarantees (except as expressly provided in Article VI), or limit the liability of all or substantially all of the Guarantors in respect of such Loan Guarantees, without the written consent of each Lender; (vii) except as expressly permitted in this Agreement or any Collateral Agreement, release all or substantially all of the Collateral from the Liens of the Collateral Agreements or alter the relative priorities of the Loan Obligations entitled to the Liens of the Collateral Agreements (except in connection with securing additional Loan Obligations equally and ratably with the other Loan Obligations), in each case without the written consent of each Lender; or (viii) change Section 9.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender; provided, further, that no such waiveragreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. Notwithstanding the foregoing, (A) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (z) Section 2.13(b) is complied with, and (B) the Intercreditor Agreement may be amended without the consent of the Required Lenders to the extent provided in Section 5.6 of the Intercreditor Agreement and the proviso to Section 9.3 of the Intercreditor Agreement. (c) Without the consent of any other Person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or modification is waiver of any Loan Document, or enter into any new agreement or instrument, to apply (oreffect the granting, at its election and after perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the Effective Date, by Holdings on behalf of all such Loan Parties), subject to any consent required in accordance with Section 9.08 benefit of the Credit AgreementSecured Parties, or as required by applicable law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable law.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)applicable, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Term Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Term Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Term Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Term Collateral Agent and the Loan Party Guarantor or Loan Parties Guarantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Term Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Guarantor from any covenant of such Guarantor set forth herein to the extent such departure is consistent with the authority of the Term Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative any Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative each Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.0911.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral any Agent, any Lender or any the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on Borrower or any other Loan Party in any case shall entitle Borrower or any other Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 11.02(c), this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall: (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to which such waiverany condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in the Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)) , or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification is to apply the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (orii)); (iii) postpone or extend the maturity of any Loan, at its election and after or the Effective required date of payment of any Reimbursement Obligation, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the interest rate pursuant to Section 2.06(c)), or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, by Holdings on behalf without the written consent of each Lender directly affected thereby; (iv) change Section 2.14(b) or (c) or Section 9.02 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; (vi) release all such Loan Partiesor substantially all of the Guarantors from their respective Guarantees (except as expressly provided in Article VII), subject to or limit their liability in respect of such Guarantees, without the written consent of each Lender; (vii) except as expressly permitted in this Agreement or any consent required in accordance with Section 9.08 Security Document, release all or substantially all of the Credit Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender; or (viii) change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent or the Issuing Bank without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (z) Section 2.16(b) is complied with. (c) Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements. (d) Notwithstanding the foregoing, the Administrative Agent may, with the consent of Borrower only, (i) amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency as result of conforming Article VI (and related definitions) to the corresponding provisions in the Senior Secured Notes and (ii) amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or Issuing Bank.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank L/C Issuer, any Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and L/C Issuer, the Lenders or any other Secured Party hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan Loan, the increase of any Other First Lien Obligations or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Lender, any L/C Issuer or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither This Agreement shall be construed as a separate agreement with respect to each party and may be amended, modified, supplemented, waived or released with respect to any party without the approval of any other party and without effecting the obligations of any other party hereunder. Except at provided in Section 5.16, neither this Agreement nor any provision hereof or of any other Security Document may be waived, amended or modified except pursuant as provided in the Credit Agreement, the Notes Indenture or any other Other First Lien Agreement applicable to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply apply, and, by each other Authorized Representative to the extent required by (and in accordance with) such Credit Agreement, Notes Indenture or other applicable Other First Lien Agreement, or, at its election and after the Effective Datein each case, by Holdings on behalf of all such Loan Parties), subject to any consent required as otherwise provided in accordance with Section 9.08 2.04 of the Credit First Lien Intercreditor Agreement. The Agent may conclusively rely on a certificate of an officer of the Company as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) Notwithstanding anything in this Agreement or any Security Document to the contrary, the Agent may, in its sole discretion or at the direction of the Required Lenders, grant extensions of time for or waivers of the satisfaction of any of the requirements under Sections 3.01, 3.03, 3.04 and 3.05 or any Security Documents in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of the Borrower by the time or times at which it would otherwise be required to be satisfied under this Agreement or any Security Document.

Waivers; Amendment. (a) No failure or delay by on the Administrative Agent, the Collateral Agent, part of any Issuing Bank or any Lender party hereto in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents parties hereto are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party party hereto in any case shall entitle any Loan Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the each Collateral Agent (and the Loan Party or Loan Parties with respect to which any such termination, waiver, amendment or modification is to apply (orwhich by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of, at its election and after imposes additional duties on, or otherwise adversely affects the Effective DateCompany or any Grantor, by Holdings on behalf of all such Loan Parties), subject to any with the consent required in accordance with Section 9.08 of the Credit AgreementCompany). (c) Notwithstanding the foregoing, without the consent of any First Lien Secured Party, the Collateral Agents may, and at the request of the Company shall, effect amendments and modifications to this Agreement to the extent necessary to reflect any Refinancing of First Lien Obligations in compliance with the First Lien Debt Documents; provided, that the Collateral Agents may condition their execution and delivery of any such amendment or modification on receipt of an officer’s certificate from the Company certifying that such incurrence or Refinancing is permitted by the then extant First Lien Debt Documents.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan U.S. Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan U.S. Credit Party in any case shall entitle any Loan U.S. Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan U.S. Credit Party or Loan U.S. Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 13.12 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Term Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Term Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Term Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) xi. No failure or delay by the Administrative Agent, the Collateral AgentApplicable Representative, any Issuing Bank or any Lender other Secured Party in exercising any right, power or remedy hereunder or hereunder, under any other Loan Document or under any Senior Secured Note Indenture, as applicable, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral AgentApplicable Representative, any Issuing Bank and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or any Senior Secured Note Indenture or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.10, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or Loan, the issuance of a Letter of Credit or the incurrence of any Senior Secured Note Obligation shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative AgentApplicable Representative, the Collateral Agent, any Lender or any Issuing Bank or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent Applicable Representative and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement and, after the Intercreditor Effective Date, by each other Authorized Representative to the extent required by (and in accordance with) the applicable Additional Agreement (as defined in the First Lien Intercreditor Agreement), or as otherwise provided in the First Lien Intercreditor Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank each Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.0911.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on Borrower or any other Loan Party in any case shall entitle Borrower or any other Loan Party to any other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent and the Collateral Agent in accordance with this Agreement and the other Loan Documents for the benefit of all the Secured Parties; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.14), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.01 and (ii) in addition to the matters set forth in clauses (b) and (c), of the preceding proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. (b) Neither Except as otherwise set forth in this Agreement, and other than with respect to any waiver, amendment, supplement or modification contemplated in clauses (i) through (ix) below, which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified modified, except pursuant to an agreement or agreements in writing entered into by the applicable Loan Party and the Required Lenders (or the Administrative Agent or Collateral Agent, as applicable, acting with the written consent of the Required Lenders); provided that no such amendment, modification, supplement or waiver shall: (i) increase or extend the expiry date of the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, supplement, waiver or consent with respect to any condition precedent, mandatory commitment reduction, mandatory prepayment, covenant, Default or Event of Default (or any definition used, respectively, therein) shall constitute an increase in or extension of the expiry date of the Commitment of any Lender for purposes of this clause (i)); (ii) (x) reduce the principal amount or premium, if any, of any Loan or reduce the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or reduce any fees (including any prepayment fee) or other amount payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender directly and adversely affected thereby (it being understood that no waiver, amendment, supplement, modification or consent with respect to any mandatory commitment reduction, mandatory prepayment or the financial definitions in this Agreement (or any definition used, respectively, therein solely to the extent of their use therein) shall constitute a reduction in principal, premium, fees or other amounts or the rate of interest thereon for purposes of this clause (ii)) or (y) change the currency of the funding of any Loan; (iii) postpone or extend the final scheduled maturity date of any Loan, or any date for the payment of any interest or fees or other amounts payable hereunder, or waive or excuse any such payment (other than a waiver of any increase in the rate of interest pursuant to Section 2.06(c)), without the written consent of each Lender directly and adversely affected thereby (it being understood that no waiver, amendment, supplement, modification or consent with respect to any mandatory commitment reduction, mandatory prepayment, covenant, Default, Event of Default or the financial definitions in this Agreement (or any definition used, respectively, therein, solely to the extent of their use therein) shall constitute a postponement, extension, waiver or excuse for purposes of this clause (iii)); (iv) change Section 2.14(c) or Section 8.03 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender directly and adversely affected thereby; (v) change the percentage set forth in the definition of “Required Lenders”, “Required Class Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vi) release all or substantially all of the value of the Guarantees of the Guarantors (except as expressly provided in the Loan Documents), without the written consent of each Lender; (vii) release all or substantially all of the Collateral in any transaction or series of related transactions (except as expressly provided in the Loan Documents), without the written consent of each Lender; (viii) [reserved]; or (ix) amend, waive or otherwise modify any term or provision which directly affects Lenders under one or more Class or Classes and does not directly affect Lenders under any other Class, in each case, without the written consent of the Required Class Lenders under such applicable Class or Classes under which Lenders are directly affected (and in the case of multiple Classes which are so directly affected, such Required Class Lenders shall consent together as one Class); provided, further, that that, no such waiver, amendment, supplement or modification shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. Notwithstanding anything in this agreement to the contrary, (A) any waiver, amendment, supplement or modification of the Fee Letter or any provision thereof shall only require the consent of the parties thereto, and (B) any waiver, amendment, supplement or modification of the Closing Date Letter Agreement or any provision thereof shall only require the consent of the parties thereto. (c) Without the consent of any other Person, the (x) applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional Property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any Property or assets so that the security interests therein comply with applicable Legal Requirements, (y) Borrower and the Administrative Agent and/or Collateral Agent may enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to give effect to Sections 2.19, 2.20 and 2.21 and (z) no Lender consent shall be required to effect any amendment or supplement to the Equal Priority Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any other intercreditor agreement expressly contemplated by this Agreement that is for the sole purpose of adding the holders of any Indebtedness (or a Senior Representative with respect thereto) as expressly contemplated by the terms of the Equal Priority Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or such other intercreditor agreement expressly contemplated by this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to which the applicable intercreditor agreement as, in the good faith determination of the Borrower, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as a whole). (d) Notwithstanding the foregoing, in addition to any Incremental Loan Amendment(s), Refinancing Amendment(s) and Extension Amendment(s) effectuated without the consent of Lenders in accordance with Sections 2.19, 2.20 and 2.21, respectively, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new Term Loans. (e) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Term Loans of any Lender that is at the time a Defaulting Lender shall not have any voting or approval rights under the Loan Documents and shall be excluded in determining whether all Lenders (or all Lenders of a Class), all affected Lenders (or all affected Lenders of a Class), the Required Class Lenders under a specific Class or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 11.02); provided that (x) any waiver, amendment or modification is to apply (or, at its election and after requiring the Effective Date, by Holdings on behalf consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (y) no amendment which would require the consent of such Defaulting Lender under Section 11.02(b)(i) if it were not a Defaulting Lender shall be effected without the written consent of such Defaulting Lender and (z) no amendment which would require the consent of such Defaulting Lender under Section 11.02(b)(ii) and (iii) if it were not a Defaulting Lender shall be effected without the consent of such Defaulting Lender. (f) Guarantees, Security Documents and related documents in connection with this Agreement may be in a form reasonably determined by the Controlling Party and may be, together with this Agreement and the other Loan Parties)Documents, subject amended and waived with the consent of the Administrative Agent at the direction of Borrower without the need to obtain the consent of any Lender if such amendment or waiver is delivered in order (i) to comply with local law or advice of local counsel or (ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. In addition, notwithstanding anything in this Agreement or any Security Document to the contrary, the Controlling Party may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Sections 5.10 and 5.11 or any Security Documents in respect of any particular Collateral or any particular Company. (g) Any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Borrower and the Administrative Agent to (i) cure any ambiguity, omission, defect or inconsistency or (ii) to effect changes of a technical or immaterial nature, and such amendment shall become effective without any further action or consent of any other party to any consent required Loan Document, so long as, in accordance with Section 9.08 each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the Credit Agreementdate of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; provided that the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any borrowing of New Term Loans, New Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans or any Extension and otherwise to effect the provisions of Section 2.19, Section 2.20 and Section 2.21. Notification of such amendment shall be made by the Administrative Agent to the Lenders promptly upon such amendment becoming effective.

Waivers; Amendment. (a%3) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders other Secured Parties hereunder and under the other Loan Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit or the incurrence of any Other First Lien Obligation shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Agent or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party Pledgor in any case shall entitle any Loan Party Pledgor to any other or further notice or demand in similar or other circumstances. (ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Pledgor or Loan Parties Pledgors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement, and the consent of each other Authorized Representative if and to the extent required by (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in any applicable Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (b) Notwithstanding anything to the contrary contained herein, the Collateral Agent may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Pledgors on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement, the other Credit Agreement Documents or any Other First Lien Agreement.

Waivers; Amendment. (ai) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders Secured Parties hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, no extension of credit by any Secured Party under the making of a Loan Credit Agreement or the issuance of a Letter of Credit otherwise shall not be construed as a waiver of any Default or Event of Defaultdefault hereunder, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Agent or any Issuing Bank Secured Party may have had notice or knowledge of such Default or Event of Default default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan such Credit Party to any other or further notice or demand in similar or other circumstances. (bii) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of under the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank L/C Issuer, any Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and L/C Issuer, the Lenders or any other Secured Party hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan Loan, the increase of any Other First Lien Obligations or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Lender, any L/C Issuer or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof or of any other Security Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement and any equivalent provision in each applicable Other First Lien Agreement and, by each other Authorized Representative to the extent required by (and in accordance with) such applicable Other First Lien Agreement, or, in each case, as otherwise provided in the First Lien Intercreditor Agreement. The Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 7.09(b) is permitted. (c) Notwithstanding anything to the contrary contained herein, the Agent may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Escrow Release Date for the perfection of security interests in the assets of the Pledgors on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Documents.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than supplements expressly contemplated hereby) except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)applicable, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein or in any other Security Document to the extent such departure is not inconsistent with the Collateral and Guarantee Requirement or with any other limitation on the authority of the Administrative Agent set forth in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party Guarantor or Loan Parties Guarantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided, that the Administrative Agent and the Borrower shall be permitted to amend any provision of this Agreement to better implement the intentions of this Agreement or as required by local law to give effect to any guaranty, without the consent of any Lender.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Collateral Agent, the Collateral Agent, any Issuing Bank Lenders and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) . Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Second Lien Collateral Agent, any Issuing Bank Administrative Agent or any Lender other Second Lien Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Second Lien Collateral Agent, the Collateral Agent, any Issuing Bank Administrative Agent and the Lenders each other Second Lien Secured Party hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit or Support Agreement shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Second Lien Collateral Agent, the Collateral Administrative Agent, any Lender or any Issuing Bank other Second Lien Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party Guarantor in any case shall entitle any Loan Party Guarantor to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the First Lien/Second Lien Intercreditor Agreement, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Second Lien Collateral Agent and the Loan Party Guarantor or Loan Parties Guarantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 10.01 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein or in any other Security Document to the extent such departure is not inconsistent with the Collateral and Guarantee Requirement or with any other limitation on the authority of the Administrative Agent set forth in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any the Issuing Bank or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or [[NYCORP:2304021v10:4272D:09/26/03--03:05 p]] remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with the Intercreditor Agreement and Section 9.08 9.02 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Sellers’ Representative or any Lender Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document the Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Sellers’ Representative and the Lenders Secured Parties hereunder and under the other Loan Documents Note are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Guarantor or any Loan Party Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.096.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Except as provided in Sections 6.12 and 6.13, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent Sellers’ Representative, the Guarantor and the Loan Party or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (orapply; provided that the Sellers’ Representative may, at its election and after without the Effective Dateconsent of any Secured Party, consent to a departure by Holdings on behalf any Loan Party from any covenant of all such Loan Parties)Party set forth herein to the extent such departure is not inconsistent with any limitation on the authority of the Sellers’ Representative set forth in the Note. (c) This Agreement shall be construed as a separate agreement with respect to the Guarantor and each Grantor and may be amended, subject modified, supplemented, waived or released with respect to any consent required in accordance with Section 9.08 Loan Party without the approval of any other Loan Party and without affecting the Credit Agreement.obligations of any other Loan Party hereunder. SECTION

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender other Secured Party in exercising any right, power or remedy hereunder or hereunder, under any other Loan Document or under any Senior Secured Note Indenture, as applicable, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or any Senior Secured Note Indenture or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.096.10, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or Loan, the issuance of a Letter of Credit or the incurrence of any Senior Secured Note Obligation shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Issuing Bank or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 10.08 of the Credit Agreement and, after the Intercreditor Effective Date, subject to any consent required by (and in accordance with) the applicable Additional Agreement (as defined in the First Lien Intercreditor Agreement), or as otherwise provided in the First Lien Intercreditor Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Transaction Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders Secured Parties hereunder and under the other Loan Transaction Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they the Collateral Agent or the other Secured Parties would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Agent or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties Bird Rides with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 the Credit Agreement; provided that the Collateral Agent may, without the consent of any other Secured Party, consent to a departure by Bird Rides from any covenant set forth herein to the extent such departure is consistent with the authority of the Collateral Agent or Administrative Agent set forth in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by on the Administrative Agent, the Collateral Agent, part of any Issuing Bank or any Lender party hereto in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents parties hereto are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party party hereto in any case shall entitle any Loan Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 6.14 hereof, neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral ABL Facility Agent, the First Lien/Second Lien Intercreditor Agent, the Notes Agent and the Loan Company. Notwithstanding anything to the contrary, this Agreement may be amended from time to time at the request of the Company, at the Company’s expense and without the consent of any Collateral Agent, any Representative, any ABL Facility Secured Party or Loan any Non-ABL Secured Parties to (i) add other parties holding Non-ABL Obligations (or any agent or trustee therefor) to the extent such indebtedness is not prohibited by the ABL Facility Documents or Non-ABL Documents, (ii) in the case of other Non-ABL Obligations, (x) establish that (A) the lien on the Non-ABL Priority Collateral securing such Non-ABL Obligations shall be senior and superior in all respects to all Liens on the Non-ABL Priority Collateral securing any ABL Obligations, (B) the Lien on the ABL Priority Collateral securing such other Non-ABL Obligations shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any ABL Obligations and (C) such other Non-ABL Obligations shall share in the benefits of the Non-ABL Priority Collateral equally and ratably with respect all Liens on the Non-ABL Priority Collateral securing any Non-ABL Obligations (subject to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf terms of all such Loan Partiesthe Non-ABL Documents), and (y) provide to the holders of such Non-ABL Obligations (or any agent or trustee thereof) the comparable rights and benefits as are provided to the holders of Non-ABL Obligations under this Agreement (subject to any consent required in accordance with Section 9.08 the terms of the Credit AgreementNon-ABL Documents), in each case of clauses (i) and (ii), so long as such modifications are not prohibited by the ABL Facility Documents or Non-ABL Documents. Any such additional party and each Collateral Agent shall be entitled to rely on the determination of officers of the Company that such modifications are not prohibited by the ABL Facility Documents or Non-ABL Documents if such determination is set forth in an officer’s certificate delivered to such party and each Applicable Senior Collateral Agent. At the request (and sole expense) of the Company, without the consent of any ABL Facility Secured Party, First-Priority Secured Party or Second-Priority Secured Party, each Representative shall execute and deliver an acknowledgment and confirmation of such modifications and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such modifications (it being understood that such actions shall not be required for the effectiveness of any such modifications).

Waivers; Amendment. (a) No failure or delay by the Administrative any Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative each Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.0910.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral any Agent, any Lender or any the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on Borrower or any other Loan Party in any case shall entitle Borrower or any other Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Section 2.16(c) and Section 10.02(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall: (i) increase or extend the expiry date of the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default or Event of Default (or any definition used, respectively, therein) shall constitute an increase in or extension of the expiry date of the Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)); (iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or the required date of payment of any Reimbursement Obligation, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the interest rate pursuant to Section 2.06(c)), or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, without the written consent of each Lender directly affected thereby; (iv) change Section 2.14(b) or (c) or Section 9.02 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender; (v) change the percentage set forth in the definition of “Required Lenders” or “Majority Revolving Lenders” or any other provision of any Loan Document (including this Section 10.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vi) release all or substantially all of the Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (vii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender; (viii) change any provisions of any Loan Document in a manner that by its terms adversely and directly affects the rights in respect of payments due to Lenders holding Loans of any Class materially differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each directly affected Class; (ix) change Section 10.04(h) without the consent of each Granting Lender all or any part of whose Loans are being funded by any SPC at the time of any such amendment, waiver or other modification; (x) change the order of application of prepayments among Term Loans and Revolving Commitments under Section 2.10(h) or change the application of prepayments of Term Loans set forth in Section 2.10(h) in each case without the consent of the Required Lenders and Term Loan Lenders holding more than 50% of the principal amount of the outstanding Term Loans, (xi) change Section 10.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender; (xii) permit assignments by any Loan Party of its rights or obligations under the Credit Facilities without the written consent of each Lender, the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank; or (xiii) subordinate the Obligations under the Loan Documents to any other Indebtedness; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, (2) any waiver, amendment or modification of this Agreement that by its terms directly affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Loan Lenders), or the Term Loan Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.02 if such Class of Lenders were the only Class of Lenders hereunder at the time, (3) any waiver, amendment or modification of this Agreement that by its terms results in (at the time of such waiver, amendment or modification is or any time thereafter) Borrower satisfying any condition to apply a Revolving Borrowing contained in Section 4.02 hereof (which, but for such waiver, amendment or modification would not otherwise be satisfied), without the consent of the Majority Revolving Lenders, and (4) any waiver, amendment or modification before the achievement of a successful syndication of the credit facilities provided herein (as determined by the Arrangers in their sole discretion) may not be effected without the written consent of the Arrangers (or, if the Fee Letter only requires the written consent of either Arranger, such Arranger). Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its election account under this Agreement, and after (z) Section 2.16(b) is complied with. (c) Without the Effective Dateconsent of any other Person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by Holdings on behalf any Loan Document) enter into any amendment or waiver of all any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional Property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any Property or assets so that the security interests therein comply with applicable Legal Requirements. (d) Notwithstanding the foregoing, (x) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (y) Borrower and the Administrative Agent may enter into amendments to this Agreement and the other Loan Parties), subject to any consent required Documents in accordance with the provisions of Section 9.08 of the Credit Agreement2.19 and Section 2.20.

Waivers; Amendment. (a) No failure or delay by the Administrative Applicable Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified (other than supplements expressly contemplated hereby) except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)applicable, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein or in any other Security Document to the extent such departure is not inconsistent with the Collateral and Guarantee Requirement or with any other limitation on the authority of the Administrative Agent set forth in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Guarantor or Loan Parties Guarantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Guarantor from any covenant of such Guarantor set forth herein to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by ▇▇▇▇▇ ▇, the Collateral Borrower, the Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.094.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement or Section 9.02 of the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender other Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender Agent or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by without the Collateral Agent and written consent of the Loan Party or Loan Parties with respect to which such Majority Secured Parties; provided, however, that no waiver, amendment or modification is shall without the written consent of each Secured Party affected thereby (i) diminish the rights of any Secured Party as compared to apply the rights of the other Secured Parties, (orii) increase the obligations of a Secured Party beyond their obligations as determined on a pro rata basis, at its election (iii) amend the definition of "Obligations", (iv) amend the definition of the terms "Secured Parties" and after the Effective Date"Security Event" or (v) amend Sections 5.02, by Holdings on behalf of all such Loan Parties8.09(b), subject to any 8.15, 8.17 and 8.18; provided, further, however that no waiver, amendment or consent required in accordance with Section 9.08 shall, without the written consent of the Credit AgreementCollateral Agent in addition to the Secured Parties required to take such action, affect the rights or duties of the Collateral Agent hereunder. No amendment shall be effective without the written consent of the Borrower and the Subsidiary Parties.

Waivers; Amendment. (a) No failure or delay by on the Administrative Agent, the Collateral Agent, part of any Issuing Bank or any Lender party hereto in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents parties hereto are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.096.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party party hereto in any case shall entitle any Loan Party such party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Sections 2.10 and 6.14 hereof, neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral ABL Facility Agent, the Intercreditor Agent and the Loan Borrower. Notwithstanding anything to the contrary, this Agreement may be amended from time to time by the ABL Facility Agent and the Intercreditor Agent (in their capacities as such) and the Borrower at the request of the Borrower, at the Borrower’s expense and without the consent of any other Collateral Agent, Representative, ABL Facility Secured Party or Loan Non-ABL Secured Parties with respect to: (i) add other parties holding other ABL Obligations (or any agent or trustee therefor) or Non-ABL Obligations (or any agent or trustee therefor) in each case to which the extent such waiverindebtedness and the Liens securing such indebtedness are not prohibited by any of the Secured Documents then in effect; (ii) in the case of other ABL Obligations permitted to be added pursuant to subclause (i) above, amendment or modification is (x) establish that the Lien on the ABL Priority Collateral securing such other ABL Obligations shall be superior in all respects to apply (or, at its election all Liens on the ABL Priority Collateral securing any Non-ABL Obligations and after the Effective Date, by Holdings on behalf of all such Loan Parties)shall, subject to the terms of any consent required Additional ABL Intercreditor Agreement, share in accordance with Section 9.08 the benefits of the Credit ABL Priority Collateral equally and ratably with all Liens on the ABL Priority Collateral securing any other ABL Obligations, and (y) provide to the holders of such other ABL Obligations (or any agent or trustee thereof) the comparable rights and benefits as are provided to the holders of ABL Obligations under this Agreement; and (iii) in the case of other Non-ABL Obligations permitted to be added pursuant to subclause (i) above, (x) establish that the Lien on the Non-ABL Priority Collateral securing such other Non-ABL Obligations shall be superior in all respects to all Liens on the Non-ABL Priority Collateral securing any ABL Obligations and shall share in the benefits of the Non-ABL Priority Collateral equally and ratably with all Liens on the Non-ABL Priority Collateral securing any Non-ABL Obligations (subject to the terms of the Non-ABL Documents), and (y) provide to the holders of such Non-ABL Obligations (or any agent or trustee thereof) the comparable rights and benefits as are provided to the holders of Non-ABL Obligations under this Agreement (subject to the terms of the Non-ABL Documents), in each case so long as such modifications are not prohibited by any of the Secured Documents then in effect. Any such additional party and each Collateral Agent shall be entitled to rely on the determination of officers of the Borrower that such modifications are not prohibited by any of the Secured Documents if such determination is set forth in an officer’s certificate delivered to such party and each Applicable Senior Collateral Agent. At the request (and sole cost and expense) of the Borrower, without the consent of any ABL Facility Secured Party, First-Priority Secured Party or Second-Priority Secured Party, each Representative shall execute and deliver an acknowledgment and confirmation of such modifications and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such modifications (it being understood that such actions shall not be required for the effectiveness of any such modifications). (c) Notwithstanding anything to the contrary in this Agreement (including Section 6.02(b)), until the Discharge of the Term Obligations, (i) the Grantors shall not incur any secured indebtedness (other than Non-ABL Obligations) that by its terms (or by the terms of any documentation governing or evidencing such indebtedness or any Liens securing such indebtedness) is secured by any Liens that are subordinated to the Liens securing any of the ABL Obligations unless the Liens securing such indebtedness are also by the terms such indebtedness (or by the terms of any documentation governing or evidencing such indebtedness or any Liens securing such indebtedness) subordinated to the Liens securing the Non-ABL Obligations to the same extent and in the same manner as the Liens securing such indebtedness are subordinated to the Liens securing the ABL Obligations and (ii) in the event the Grantors shall incur any secured indebtedness or grant or permit to exist any Liens in violation of Section 6.02(c)(i), the holders of such indebtedness (and any agent, trustee or representative therefor) shall not be joined as a party to, or be a beneficiary of, this Agreement as herein provided.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Letter of Credit Issuer or any Lender in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Letter of Credit Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.096.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank Letter of Credit Issuer may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 12.1 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Creditor Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein to the extent such departure is not inconsistent with any limitation on the authority of the Administrative Agent set forth in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Lender or any Lender other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, Lenders or any Issuing Bank and the Lenders other Secured Party hereunder and under the other Loan Credit Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Credit Party in any case shall entitle any Loan Credit Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Credit Party or Loan Credit Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.01 of the Term Loan Agreement and any equivalent provision in each applicable other Credit Document and except as otherwise provided in the Senior Lien Intercreditor Agreement and the Priority Lien Intercreditor Agreement. The Agent may conclusively rely on a certificate of an officer of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) For the purpose of Section 5.09(b) above, the Agent shall be entitled to rely upon any document believed by it to be genuine and to have been signed or presented by the proper person and the Agent need not investigate any fact or matter stated in the document. At any time that the Borrower desires that this Agreement be amended as provided in Section 5.09(b) above, the Borrower shall deliver to the Agent a certificate signed by an officer of the Borrower stating that the amendment of this Agreement is permitted pursuant to Section 5.09(b) above. The Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank Agent and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank L/C Issuer may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (ba) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 the terms of the Intercreditor Agreement and Section 10.01 of the ABL Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Collateral Agent, the Collateral Agent, any Issuing Bank Lenders and the Lenders other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.095.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) . Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party Grantor or Loan Parties Grantors with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)apply, subject to any consent required in accordance with Section 9.08 9.2 of the Credit Agreement; provided that the Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent such departure is consistent with the authority of the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank Agent or any Lender in exercising any right, right or power or remedy hereunder or under any other Term Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank each Agent and the Lenders hereunder and under the other Term Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement any Term Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.0911.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Term Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to Sections 11.02(c), 11.02(d) and 11.02(e), neither this Agreement nor any other Term Loan Document nor any provision hereof or thereof may be waived, amended amended, supplemented or modified except except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders or, in the case of any other Term Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, that no such agreement shall: (i) increase or extend the expiry date of the Term Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in or an extension of the expiry date of the Term Commitment of any Lender for purposes of this clause (i)); (ii) reduce the principal amount or premium, if any, of any Term Loan or reduce the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby; (iii) postpone or extend the maturity of any Term Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the rate of interest pursuant to Section 2.06(c)) without the written consent of each Lender directly affected thereby; (iv) change Section 11.04(b) in a manner which such waiver, further restricts assignments thereunder without the written consent of each Lender directly affected thereby (provided that any amendment that clarifies any ambiguity or modification is to apply (or, at its election defect in the definition or use of Disqualified Institutions shall require only the consent of the Required Lenders and after the Effective Date, by Holdings on behalf of all such Loan Parties); (v) change Section 2.14(b) or (c) or Section 9.01 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, subject without the written consent of each Lender; (vi) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Term Loan Document (including this Section 11.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be); (vii) release all or substantially all of the Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender; (viii) except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender; (ix) except as otherwise provided in the Intercreditor Agreement, subordinate the Obligations under the Term Loan Documents to any other Indebtedness without the written consent required in accordance with of each Lender; or (x) modify the protections afforded to an SPC pursuant to the provisions of Section 9.08 11.04(h) without the written consent of such SPC; provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Credit Administrative Agent or the Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent (and, if its rights or obligations are affected thereby, the Collateral Agent) if (1) by the terms of such agreement the Term Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Term Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (3) Section 2.16(b) is complied with. (c) Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Term Loan Document) enter into any amendment or waiver of any Term Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements. (d) Notwithstanding the foregoing, if, following the Closing Date, the Administrative Agent and the Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Term Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Term Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment). (e) Further, notwithstanding the foregoing, any provision of this Agreement and the other Term Loan Documents may be amended to effect any Extension Amendment, any Corrective Extension Amendment, any Incremental Loan Amendment or any Refinancing Amendment as, and to the extent, provided in Sections 2.20, 2.21 and 2.23. (f) Notwithstanding anything to the contrary contained herein, during such period as a Lender is a Defaulting Lender, such Lender will not be entitled to vote in respect of amendments and waivers hereunder or under any other Term Loan Documents and the outstanding Term Loans of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that such Defaulting Lender, and the amount of such Defaulting Lenders’ Term Loans, shall be included for purposes of voting, and the calculation of voting, on the matters set forth in Section 11.02(b)(i)-(iii) (including the granting of any consents and waivers) only to the extent that any such matter disproportionately affects such Defaulting Lender.

Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender Secured Party in exercising any right, right or power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other or further exercise thereof or the exercise of any other right, power right or remedypower. The rights, powers rights and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank and the Lenders Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.097.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, Agent or any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply (or, at its election and after the Effective Date, by Holdings on behalf of all such Loan Parties)applicable, subject to any consent required in accordance with Section 9.08 12.02 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth herein to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement. (c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.