Common use of Waivers; Amendment; Joinder Agreements Clause in Contracts

Waivers; Amendment; Joinder Agreements. 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, 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 other or further notice or demand in similar or other circumstances. Neither this Agreement nor any provision hereof may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor without the Company’s prior written consent; provided further that (i) without the consent of any party hereto, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional Authorized Representative may become a party hereto, in accordance with Article VI and (B) this Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.13, and (ii) in connection with any Refinancing of First Lien Obligations of any Class, or the incurrence of Additional First Lien Obligations of any Class, the Collateral Agent and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other Secured Party), at the request of the Collateral Agent, any Authorized Representative or the Company, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to the Collateral Agent and each such Authorized Representative.

Waivers; Amendment; Joinder Agreements. (a) 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, 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 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 otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no and the Senior Collateral Agent (and with respect to any such agreement shall termination, waiver, amendment or modification which by its the terms amend, modify of this Agreement requires Rite Aid’s consent or otherwise affect which increases the obligations or reduces the rights of Rite Aid or obligations any Subsidiary Guarantor, with the consent of any Grantor without Rite Aid). (c) Notwithstanding the Company’s prior written consent; provided further that (i) foregoing, without the consent of any party heretoSenior Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.13 and upon such execution and delivery, such Authorized Representative and (ii) in connection with any Refinancing of First Lien the Additional Senior Debt Parties and Additional Senior Debt Obligations of any Class, or the incurrence of Additional First Lien Obligations of any Class, Series for which such Authorized Representative is acting shall be subject to the Collateral Agent terms hereof and the Authorized Representatives then party hereto shall enter terms of the other Senior Collateral Documents applicable thereto. (and are hereby authorized to enter d) Notwithstanding the foregoing, without the consent of any other Secured Party), at the request of the Collateral Agent, any Authorized Representative or Senior Secured Party, the Company, into such Senior Collateral Agent may effect amendments or and modifications of to this Agreement as are reasonably to the extent necessary to reflect such Refinancing or such any incurrence of any Additional Senior Debt in compliance with the Senior Debt Documents and are reasonably satisfactory to the Collateral Agent and each such Authorized Representative.Second Priority Debt Documents. SECTION 5.03

Waivers; Amendment; Joinder Agreements. (a) 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 5.02(b), 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 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 otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by its terms amendand each Collateral Agent. (c) Notwithstanding the foregoing, modify or otherwise affect the rights or obligations of any Grantor without the Company’s prior written consent; provided further that (i) without the consent of any party heretoFirst Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.12 and upon such execution and delivery, such Authorized Representative and the Additional First Lien Secured Parties and Additional First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof. (iid) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any ClassSeries, or the incurrence of Additional First Lien Obligations of any ClassSeries, the Collateral Agent Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured Party or any Loan Party), at the request of the any Collateral Agent, Agent or any Authorized Representative or the CompanyRepresentative, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to the each such Collateral Agent and each such Authorized Representative., provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from an Authorized Officer of the Borrower to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents. (e) In executing any amendment hereto, the First Lien Notes Collateral Agent shall be fully protected in relying on for all purposes the opinion and certificate to which it is entitled under Article IX of the Indenture. SECTION 5.03

Waivers; Amendment; Joinder Agreements. 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, 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 other or further notice or demand in similar or other circumstances. Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative, the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by its terms amendthe Borrower. Notwithstanding the foregoing, modify or otherwise affect the rights or obligations of any Grantor without the Company’s prior written consent; provided further that (i) without the consent of any party heretoFirst Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.20 of the Security Agreement and upon such execution and delivery, such Authorized Representative and (ii) in connection with any Refinancing of the Other First Lien Secured Parties and Other First Lien Obligations of any Class, or the incurrence Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of Additional the other First Lien Obligations of any ClassSecurity Documents applicable thereto. Notwithstanding the foregoing, the Collateral Agent and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured Party), at the request any additional Grantor may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.16 of the Collateral AgentSecurity Agreement and upon such execution and delivery, any Authorized Representative or the Company, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory Grantor shall be subject to the Collateral Agent terms hereof and each such Authorized Representative.the terms of the other First Lien Security Documents applicable thereto. Form of Permitted Pari Passu Intercreditor Agreement

Waivers; Amendment; Joinder Agreements. ● 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, 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 other or further notice or demand in similar or other circumstances. • Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no (and with respect to any such agreement shall termination, waiver, amendment or modification which by its the terms amendof this Agreement requires the consent of the Borrower or which could reasonably be expected to be materially adverse to the interests, modify rights, liabilities or otherwise affect the rights or obligations privileges of any Grantor without or imposes additional duties or obligations on any Grantor, with the Company’s prior written consent; provided further that (i) consent of the Borrower). • Notwithstanding the foregoing, without the consent of any party heretoSenior Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.13 of this Agreement and upon such execution and delivery, such Authorized Representative and (ii) in connection with any Refinancing of First the Additional Senior Lien Secured Parties and Additional Senior Lien Obligations of any Class, or the incurrence of Additional First Lien Obligations of any Class, Series for which such Authorized Representative is acting shall be subject to the Collateral Agent terms hereof and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter terms of the other Senior Lien Security Documents applicable thereto. • Notwithstanding the foregoing, without the consent of any other Secured Party), at the request of the Collateral Agent, any Authorized Representative or Senior Lien Secured Party, the Company, into such Applicable Authorized Representative may effect amendments or and modifications of to this Agreement as are reasonably to the extent necessary to reflect such Refinancing or such any incurrence of any Additional Senior Lien Obligations in compliance with the Credit Agreement. ● Parties in Interest. This Agreement shall be binding upon and are reasonably satisfactory inure to the Collateral Agent benefit of the parties hereto and each such Authorized Representativetheir respective successors and assigns, as well as the other Senior Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement. ● Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

Waivers; Amendment; Joinder Agreements. (a) 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 5.02(b), 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 other or further notice or demand in similar or other circumstances. EXHIBIT C Form of First Lien Intercreditor Agreement (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by its terms amend(acting at the written direction of the requisite holders of the applicable Series of First Lien Obligations), modify or otherwise affect each Collateral Agent (acting at the rights or obligations written direction of any Grantor without the Company’s prior written consent; provided further that requisite holders of the applicable Series of First Lien Obligations) and the Obligors. (ic) Notwithstanding the foregoing, without the consent of any party heretoFirst Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.12 and upon such execution and delivery, such Authorized Representative and the Additional First Lien Secured Parties and Additional First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof. (iid) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any ClassSeries, or the incurrence of Additional First Lien Obligations of any ClassSeries, the Collateral Agent Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured PartyParty or any Obligor), at the request of any Collateral Agent (acting at the Collateral Agentwritten direction of the requisite holders of the applicable Series of First Lien Obligations), any Authorized Representative (acting at the written request of the requisite holders of the applicable Series of First Lien Obligations) or the CompanyObligor, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to the each such Collateral Agent and each such Authorized Representative; provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from an Authorized Officer of the Obligors (and any other documents required pursuant to the applicable Secured Credit Documents) to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.

Waivers; Amendment; Joinder Agreements. 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, 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 other or further notice or demand in similar or other circumstances. Neither this Agreement nor any provision hereof may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor without the Company’s 's prior written consent; provided further that (i) without the consent of any party hereto, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional Authorized Representative may become a party hereto, in accordance with Article VI and (B) this Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.13, and (ii) in connection with any Refinancing of First Lien Obligations of any Class, or the incurrence Exhibit 10.1 of Additional First Lien Obligations of any Class, the Collateral Agent and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other Secured Party), at the request of the Collateral Agent, any Authorized Representative or the Company, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to the Collateral Agent and each such Authorized Representative.

Waivers; Amendment; Joinder Agreements. 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, 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 other or further notice or demand in similar or other circumstances. Neither this Agreement nor any provision hereof may be waived, amended or otherwise modified except as contemplated by the Secured Credit Documents and then pursuant to an agreement or agreements in writing entered into by the each Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor Pulitzer Entity without the Companysuch Pulitzer Entity’s prior written consent; provided further that (i) without the consent of any party hereto, (A) this Agreement may be supplemented by an Authorized Representative a Joinder Agreement, and an Additional Authorized Representative Agent may become a party hereto, in accordance with Article VI VIII and (B) this Agreement may be supplemented by a Grantor Pulitzer Entity Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.139.12, and (ii) in connection with any Refinancing of First Lien Obligations of any Class, or the incurrence of Additional First Lien Obligations of any Class, the Collateral Agent and the Authorized Representatives Agents then party hereto shall enter (and are hereby authorized to enter without the consent of any other Secured Party), at the request of the any Collateral Agent, any Authorized Representative Agent or the CompanyBorrower, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to the Collateral Agent and each such Authorized RepresentativeCollateral Agent.

Waivers; Amendment; Joinder Agreements. (a) 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 5.02(b), 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 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 otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no and each Collateral Agent (and with respect to any such agreement shall particular termination, waiver, amendment or modification which by its the terms amend, modify of this Agreement expressly requires the Borrowers consent or otherwise affect which increases the obligations or reduces the rights of the Borrowers or obligations any other Grantor, with the consent of any Grantor without the Company’s prior written consent; provided further that Borrowers, which consent in each instance shall not unreasonably be withheld). (ic) Notwithstanding the foregoing, without the consent of any party heretoFirst Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.13 and upon such execution and delivery, such Authorized Representative and the Additional First Lien Secured Parties and Additional First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First Lien Security Documents applicable thereto. (iid) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any ClassSeries, or the incurrence of Additional First Lien Obligations of any ClassSeries, the Collateral Agent Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured Party or any Loan Party), at the request of the any Collateral Agent, any Authorized Representative or the CompanyBorrowers, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to the each such Collateral Agent and each such Authorized Representative., provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from an Authorized Officer of the Borrowers to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents. SECTION 5.03

Waivers; Amendment; Joinder Agreements. (a) 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 5.02(b), 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 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 otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an 18 001317-0004-16372-Active.32162929 agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no and each Collateral Agent (and with respect to any such agreement shall termination, waiver, amendment or modification which by its the terms amend, modify of this Agreement requires the Borrower’s consent or otherwise affect which increases the obligations or reduces the rights of the Borrower or obligations any other Grantor, with the consent of any Grantor without the Company’s prior written consent; provided further that Borrower). (ic) Notwithstanding the foregoing, without the consent of any party heretoFirst-Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.13 and upon such execution and delivery, such Authorized Representative and (ii) in connection with any Refinancing of First the Additional First-Lien Secured Parties and Additional First- Lien Obligations of any Class, or the incurrence of Additional First Lien Obligations of any Class, Series for which such Authorized Representative is acting shall be subject to the Collateral Agent terms hereof and the Authorized Representatives then party hereto shall enter terms of the Additional First-Lien Security Documents applicable thereto. (and are hereby authorized to enter d) Notwithstanding the foregoing, without the consent of any other Secured Party), at the request of the Collateral Agent, any Authorized Representative or First-Lien Secured Party, the Company, into such Collateral Agents may effect amendments or and modifications of to this Agreement as are reasonably to the extent necessary to reflect such Refinancing or such any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and are reasonably satisfactory to the Collateral Agent and each such Authorized Representative.other Secured Credit Documents. SECTION 5.03

Waivers; Amendment; Joinder Agreements. (a) 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall not be permitted prohibited by paragraph (b) of this Section, 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 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 otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by (or its terms amendauthorized agent) and the Company. Notwithstanding anything in this Section 5.02(b) to the contrary, modify or otherwise affect this 23 Agreement may be amended from time to time at the rights or obligations request of any Grantor without the Company, at the Company’s prior written consent; provided further that (i) expense, and without the consent of any party hereto, (A) this Agreement may be supplemented by an Authorized Representative or any First-Priority Secured Party to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) to the extent such obligations are not prohibited by any First-Priority Collateral Document, by execution and delivery of a Joinder Agreement, and an Additional Authorized Representative may become a party hereto, in accordance with Article VI and (B) this Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.13, and 5.14 of this Agreement. Each party to this Agreement agrees that (iii) in connection with any Refinancing of First Lien Obligations of any Class, or at the incurrence of Additional First Lien Obligations of any Class, the Collateral Agent and the Authorized Representatives then party hereto shall enter request (and are hereby authorized to enter sole expense) of the Company, without the consent of any other First-Priority Secured Party), at the request each of the Collateral AgentAuthorized Representatives shall execute and deliver an acknowledgment and confirmation of such modifications and/or enter into an amendment, any Authorized Representative a restatement or the Company, into such amendments or modifications a supplement of this Agreement as are reasonably necessary to reflect facilitate such Refinancing or modifications (it being understood that such incurrence actions shall not be required for the effectiveness of any such modifications), (ii) the Company shall be a beneficiary of this Section 5.02(b) and, upon such execution and are reasonably satisfactory delivery, such Authorized Representative and the Other First-Priority Secured Parties and Other First-Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the other First-Priority Collateral Agent and each such Authorized Representative.Documents applicable thereto. SECTION 5.03

Waivers; Amendment; Joinder Agreements. (a) 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 5.02(b), 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 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 otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by its terms amend(acting at the written direction of the requisite holders of the applicable Series of First Lien Obligations), modify or otherwise affect each Collateral Agent (acting at the rights or obligations written direction of any Grantor without the Company’s prior written consent; provided further that requisite holders of the applicable Series of First Lien Obligations) and the Obligors. EXHIBIT B Form of First Lien Intercreditor Agreement (ic) Notwithstanding the foregoing, without the consent of any party heretoFirst Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.12 and upon such execution and delivery, such Authorized Representative and the Additional First Lien Secured Parties and Additional First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof. (iid) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any ClassSeries, or the incurrence of Additional First Lien Obligations of any ClassSeries, the Collateral Agent Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured PartyParty or any Obligor), at the request of any Collateral Agent (acting at the Collateral Agentwritten direction of the requisite holders of the applicable Series of First Lien Obligations), any Authorized Representative (acting at the written request of the requisite holders of the applicable Series of First Lien Obligations) or the CompanyObligor, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to the each such Collateral Agent and each such Authorized Representative; provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from an Authorized Officer of the Obligors (and any other documents required pursuant to the applicable Secured Credit Documents) to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.

Waivers; Amendment; Joinder Agreements. 17- (a) 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, 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 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 otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Collateral Agent. The Borrower and the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement other Grantors shall by its terms amendnot have any right to consent to or approve any amendment, modify modification or otherwise affect waiver of any provision of this Agreement except to the extent their rights or obligations of are adversely affected (in which case the Borrower shall have the right to consent to or approve any Grantor without such amendment, modification or waiver). (c) Notwithstanding the Company’s prior written consent; provided further that (i) foregoing, without the consent of any party heretoFirst Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an any Additional Authorized Representative Agent may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.14 of this Agreement and upon such execution and delivery, such Additional Agent and (ii) in connection with any Refinancing of the Additional First Lien Obligations of any Class, or the incurrence of Secured Parties and Additional First Lien Obligations of any Classthe Series for which such Additional Agent is acting shall be subject to the terms hereof. (d) Notwithstanding the foregoing, the Collateral Agent and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other Collateral Agent or First Lien Secured Party), at the request of the Collateral Agent, any Applicable Authorized Representative or the Company, into such may effect amendments or and modifications of to this Agreement as are reasonably to the extent necessary to reflect such Refinancing or such any incurrence of any Additional First Lien Obligations in compliance with the Credit Agreement, the Indenture and are reasonably satisfactory to the Collateral Agent and each such Authorized Representativeany Additional First Lien Documents. SECTION 5.03.

Waivers; Amendment; Joinder Agreements. (a) 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this SectionSection 5.02(b), 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 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 otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by its terms amend(acting at the written direction of the requisite holders of the applicable Series of First Lien Obligations), modify or otherwise affect each Collateral Agent (acting at the rights or obligations written direction of any Grantor without the Company’s prior written consent; provided further that requisite holders of the applicable Series of First Lien Obligations) and the Obligors. (ic) Notwithstanding the foregoing, without the consent of any party heretoFirst Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.12 and upon such execution and delivery, such Authorized Representative and the Additional First Lien Secured Parties and Additional First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof. (iid) Notwithstanding the foregoing, in connection with any Refinancing of First Lien Obligations of any ClassSeries, or the incurrence of Additional First Lien Obligations of any ClassSeries, the Collateral Agent Agents and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other First Lien Secured PartyParty or any Obligor), at the request of any Collateral Agent (acting at the Collateral Agentwritten direction of the requisite holders of the applicable Series of First Lien Obligations), any Authorized Representative (acting at the written request of the requisite holders of the applicable Series of First Lien Obligations) or the CompanyObligor, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or such incurrence and are reasonably satisfactory to the each such Collateral Agent and each such Authorized Representative; provided that any Collateral Agent or Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from an Authorized Officer of the Obligors (and any other documents required pursuant to the applicable Secured Credit Documents) to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit Documents.

Waivers; Amendment; Joinder Agreements. 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 enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the 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 any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, 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 other or further notice or demand in similar or other circumstances. Neither this Agreement nor any provision hereof may be terminated, waived, amended or otherwise modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and each Authorized Representative then party hereto; provided that no and each Collateral Agent (and with respect to any such agreement shall termination, waiver, amendment or modification to Section 2.10 or which otherwise by its the terms amend, modify or otherwise affect the rights or obligations of any Grantor without this Agreement requires the Company’s prior written consent; provided further that (i) consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company). Notwithstanding the foregoing, without the consent of any party heretoFirst Lien Secured Party, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional any Authorized Representative may become a party hereto, in accordance with Article VI hereto by execution and (B) this delivery of a Joinder Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.135.14 of this Agreement and upon such execution and delivery, such Authorized Representative and (ii) in connection with any Refinancing of the Other First Lien Secured Parties and Other First Lien Obligations of any Class, or the incurrence Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of Additional the Other First Lien Obligations of any ClassSecurity Documents applicable thereto. Notwithstanding the foregoing, the Collateral Agent and the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other Secured Party), at the request of the Collateral Agent, any Authorized Representative or First Lien Secured Party, the Company, into such Collateral Agents may effect amendments or and modifications of to this Agreement as are reasonably to the extent necessary to reflect such Refinancing or such any incurrence of any Other First Lien Obligations in compliance with the Credit Agreement and are reasonably satisfactory to the Collateral Agent and each such Authorized Representativeother Secured Credit Documents.