Common use of Waivers; Amendment Clause in Contracts

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other 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 Collateral Agent and the other Secured Parties hereunder and under the other 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to 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. (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 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. (a) The rights, remedies, powers, privileges, and discretions of the Agent hereunder and under applicable Law (herein, the “Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure delay or delay omission by the Collateral Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agent’s Rights and Remedies. No waiver by the Agent of any other rightof the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agent’s Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agent may determine. The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveUnsecured Guaranteed Obligations. No waiver of any provision provisions of this Agreement Unsecured Guaranty or any other Loan Document or consent to any departure by any Pledgor the Unsecured Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor the Unsecured Guarantor in any case shall entitle any Pledgor the Unsecured Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Unsecured Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyUnsecured Guarantor, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by on the Collateral Agent or part of any other Secured Party party hereto in exercising any right, right or power or remedy hereunder or under any other 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements 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 Pledgor party therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 5.09Section, 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 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 Collateral Agent 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 Pledgor party hereto in any case shall entitle any Pledgor such party to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the last sentence of Section 2.10(b) and Section 5.14 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 Applicable First Lien Agent and (as directed by the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 Representative of each Series of the Credit Agreement, and First-Priority Lien Obligations (with the consent of each other Authorized Representative if and the relevant First-Priority Lien Obligations Secured Parties of such Series to the extent required by (by, and in accordance with) , the terms of the applicable Other First First-Priority Lien AgreementObligations Documents)), the Applicable Second Lien Agent (as directed by the Representative of each Series of Second-Priority Lien Obligations (with the consent of the relevant Second-Priority Lien Obligations Secured Parties of such Series to the extent required by, and except as otherwise provided in any applicable Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of an officer accordance with, the terms of the Borrower as to whether any amendment contemplated by this Section 5.09(bapplicable Second-Priority Lien Obligations Documents)) is permitted. (c) Notwithstanding anything and, to the contrary contained hereinextent such amendment, waiver or modification adversely affects its rights and obligations, 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 AgreementCompany.

Waivers; Amendment. (a) No failure or delay by of the Collateral Agent or any other Secured Party Lender in exercising any right, power or remedy right hereunder or under any other 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 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 and the other Secured Parties Lender hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive of any rights, powers rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Pledgor the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.098.06(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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Borrower and the Pledgor Lender. Any request by the Borrower for a modification, amendment or Pledgors with respect waiver of any provision of this Agreement shall be made in writing to which the Lender. Any such waiver, amendment consent or modification is approval granted by the Lender shall be effective only in the specific instance and for the purpose for which given. No notice to apply, subject or demand on the Borrower in any case shall entitle the Borrower to any consent required other or further notice or demand in accordance with Section 9.08 the same, similar or other circumstances. c) No waiver by the Lender of the Credit Agreement, and the consent any breach or default of each other Authorized Representative if and to the extent required or 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 under this Agreement shall be deemed a waiver of 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 other previous breach 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 default or any Other First Lien Agreementthereafter occurring.

Waivers; Amendment. (a) No failure or delay by on the Collateral part of the Administrative Agent to exercise any power, right or any other Secured Party in exercising any rightprivilege hereunder shall impair such power, power right or remedy hereunder privilege or under any other Credit Agreement Document or any Other First Lien Agreement 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 Collateral Administrative Agent and the other Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien Agreements 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 Pledgor the Grantors therefrom shall in any event be effective unless the same shall be permitted by paragraph paragraphs (b) of this Section 5.09or (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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Grantor in any case shall entitle such Grantor or any Pledgor 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 Administrative Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyGrantors, 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. (c) Notwithstanding anything to the contrary contained hereinforegoing, the Collateral Administrative Agent may grant extensions of time or waivers may, with the consent of the requirement for Grantors and without the creation consent of any Lender, Secured Party or perfection 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 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 AgreementLender.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party Lender in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan 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 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 and the other Secured Parties Lenders hereunder and under the other Credit Agreement Loan Documents and any Other First Lien 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.02, 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 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 Collateral Agent or any other Secured Party Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement; provided that the Collateral Agent may, and without the consent of each 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 Authorized Representative if and Security Document to the extent required by (and in accordance with) such departure is not inconsistent with any limitation on the applicable Other First Lien Agreement, and except as otherwise provided in any applicable Intercreditor Agreement. The authority of the Collateral Agent may conclusively rely on a certificate of an officer of set forth in the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permittedCredit Agreement. (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 This Agreement shall be construed as a separate agreement with respect to particular assets (including extensions beyond each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the Closing Date for approval of any other Loan Party and without affecting the perfection obligations 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 any other Credit Agreement Documents or any Other First Lien AgreementLoan Party hereunder.

Waivers; Amendment. The rights, remedies, powers, privileges, and discretions of the Administrative Agent hereunder and under applicable Law (aherein, the “Administrative Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure delay or delay omission by the Collateral Administrative Agent in exercising or enforcing any of the Administrative Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Administrative Agent of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Administrative Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Administrative Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Administrative Agent’s Rights and Remedies. No waiver by the Administrative Agent of any other rightof the Administrative Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Administrative Agent’s Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Administrative Agent may determine. The Administrative Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveGuaranteed Obligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (bSection 14(b) of this Section 5.09hereof, 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Guarantor in any case shall entitle such Guarantor or any Pledgor other Guarantor to any other or further notice or demand in the same, 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to 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. (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 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. (a) No failure or delay by on the part of the Collateral Agent to exercise any power, right or any other Secured Party in exercising any rightprivilege hereunder shall impair such power, power right or remedy hereunder privilege or under any other Credit Agreement Document or any Other First Lien Agreement 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien Agreements 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 Pledgor the Grantors therefrom shall in any event be effective unless the same shall be permitted by paragraph paragraphs (b) of this Section 5.09or (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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Grantor in any case shall entitle such Grantor or any Pledgor 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyGrantors, 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. (c) Notwithstanding anything to the contrary contained hereinforegoing, the Collateral Agent may grant extensions of time or waivers may, with the consent of the requirement for Grantors and without the creation consent of any Lender, Secured Party or perfection 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 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 any Lender or any Other First Lien AgreementIssuing Bank.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Agent, or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Note 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Note 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 Pledgor Secured Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.09, 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 other extension of any Other First Lien Obligation credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent Agent, any 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply. For the avoidance of doubt, subject the Collateral Agent shall have no obligation to execute and deliver any consent required amendment, supplement, modification or waiver to this Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the other Note Documents. In signing such amendment, supplement, modification or waiver, the Collateral Agent shall be entitled to receive indemnity satisfactory to it and in accordance with Section 9.08 of the Credit Agreementall cases shall be provided with, and the consent of each other Authorized Representative if and to the extent required by shall be fully protected in relying in good faith upon, (and in accordance withi) 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 Officer of the Borrower as to whether any amendment contemplated by this Section 5.09(bCompany and (ii) is permitted. (c) Notwithstanding anything an opinion of counsel to the contrary contained herein, Company stating that 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 execution of such items cannot be accomplished without undue effort document is authorized 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 Agreementpermitted hereunder.

Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Agent hereunder and under applicable Law (herein, the “Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure delay or delay omission by the Collateral Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agent’s Rights and Remedies. No waiver by the Agent of any other rightof the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agent’s Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agent may determine. The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveGuaranteed Obligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Guarantor in any case shall entitle such Guarantor or any Pledgor other Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required unless made in accordance with Section 9.08 10.01 of the Credit Agreement, Agreement and the consent of each other Authorized Representative if unless in writing 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. (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 without undue effort or expense signed 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 AgreementAgent and Guarantors.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Notes 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Notes Documents and any Other First Lien 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 Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.02, 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 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 Collateral Agent 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 Pledgor Grantor in any case shall entitle any Pledgor 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 Notes Collateral Agent and the Pledgor or Pledgors Grantors with respect to which such waiver, amendment or modification is to applyapplicable, subject to any consent required in accordance with Section 9.08 Article 9 of the Credit AgreementIndenture; provided that the Notes Collateral Agent may, and without the consent of each other Authorized Representative if and any Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent required by (and in accordance with) such departure is consistent 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 terms of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permittedIndenture. (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 This Agreement shall be construed as a separate agreement with respect to particular assets (including extensions beyond each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the Closing Date for approval of any other Grantor and without affecting the perfection obligations 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 any other Credit Agreement Documents or any Other First Lien AgreementGrantor hereunder.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Agent, any Issuing Bank, any Lender or any other Secured Party in exercising any right, power or remedy hereunder or under any other 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 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 Collateral Agent and Agent, any Issuing Bank, the Lenders or any other Secured Parties Party hereunder and under the other 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 haveprovided by Requirements of Law. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent 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 Pledgor Credit Party in any case shall entitle any Pledgor 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 Pledgor Credit Party or Pledgors Credit Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 13.1 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. (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 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. (a) No failure or delay by the Collateral Agent Mortgagee or any other Secured Party in exercising any right, power or remedy hereunder or under any other 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 Collateral Agent and the Mortgagee or any other Secured Parties Party hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements Agreement 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 Mortgage or consent to any departure by any Pledgor Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.5, 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 Collateral Agent 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 Pledgor Mortgagor in any case shall entitle any Pledgor Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Mortgage 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 Mortgagee and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyMortgagor, subject to any consent required in accordance with Section 9.08 of the Credit Agreement, and the consent of each other Authorized Representative (as defined in the Collateral Agreement) 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 the Intercreditor AgreementAgreements. The Collateral Agent Mortgagee may conclusively rely on a certificate of an officer of the Borrower Mortgagor as to whether any amendment contemplated by this Section 5.09(b7.5(b) is permitted. (c) Notwithstanding anything to the contrary contained herein, the Collateral Agent Mortgagee 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 date hereof for the perfection of security interests in the assets of the Pledgors Mortgagor 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 AgreementMortgage, the other Credit Agreement Documents or any Other First Lien Agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other 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 Collateral Agent and the other Secured Parties hereunder and under the other 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to (i) any consent required in accordance with Section 9.08 9.02 of the Credit Agreement, and (ii) 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 a Responsible Officer of the Lead Borrower as to whether any amendment contemplated by this Section 5.09(b5.09(b)(ii) is permitted. (c) Notwithstanding anything to the contrary contained herein, the Collateral Agent may (in its reasonable discretion) 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 Lead 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. (a) No failure or delay by on the Collateral Agent part of any Agent, the Arranger or any other Secured Party Lender in exercising any rightpower, power right or remedy privilege hereunder or under any other Credit Agreement Document shall impair such power, right or any Other First Lien Agreement shall operate as privilege or be construed to be a waiver thereofthereof or of any Default or Event of 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 Collateral Agent and Agents, the other Secured Parties Arranger or the Lenders hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive shall be in addition to and independent of any all powers, rights, powers or privileges and remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02, 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 any 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 any Agent, the Collateral Agent Arranger or any other Secured Party Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor in any case shall entitle any 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.5 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. (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 This Agreement shall be construed as a separate agreement with respect to particular assets (including extensions beyond each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the Closing Date for approval of any other Grantor and without affecting the perfection obligations 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 any other Credit Agreement Documents or any Other First Lien AgreementParty hereunder.

Waivers; Amendment. (a) No failure or delay by on the Collateral Agent or part of any other Secured Party party hereto in exercising any right, right or power or remedy hereunder or under any other 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements 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 Pledgor party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09Section, 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 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 Collateral Agent 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 Pledgor party hereto in any case shall entitle any Pledgor 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 Collateral Agent each Representative and the Pledgor or Pledgors with respect to which such waiverCompany, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 on behalf of the Credit AgreementGrantors; provided, however, that this Agreement may be amended from time to time (x) as provided in Section 2.10 and (y) at the sole request and expense of the Company, and without the consent of each other Authorized Representative if and either Representative, to add, pursuant to the Intercreditor Agreement Joinder, additional Grantors whereupon such Person will be bound by the terms hereof to the same extent required by (as if it had executed and in accordance with) the applicable Other First Lien Agreement, and except delivered this Agreement as otherwise provided in any applicable Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of an officer of the Borrower date hereof. Any amendment of this Agreement that is proposed to be effected without the consent of a Representative as to whether any amendment contemplated permitted by this Section 5.09(b) is permitted. (c) Notwithstanding anything the proviso to the contrary contained hereinpreceding sentence shall be submitted to such Representative for its review at least 5 Business Days (or such shorter period as shall be acceptable to such Representative) prior to the proposed effectiveness of such amendment; provided, the Collateral Agent may grant extensions of time or waivers of the requirement that no prior review shall be required for the creation or perfection joinder of security interests in or the obtaining of insurance (including title insurance) or surveys with respect a Grantor pursuant to particular assets (including extensions beyond the Closing Date for the perfection of security interests a joinder in the assets form 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.Exhibit A.

Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Agent hereunder (herein, the “Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No failure delay or delay omission by the Collateral Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any Default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power other Event of Default or remedy other Default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agent’s Rights and Remedies. No waiver by the Agent of any other rightof the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agent’s Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agent may determine. The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveObligations. No waiver of any provision provisions of this Agreement or any other Loan Document or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Grantor in any case shall entitle such Grantor or any Pledgor 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 a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor Grantor or Pledgors Grantors with respect to which whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 9.2 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. (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 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. (a) No failure or delay by the Collateral Agent or of Lender of any other Secured Party kind in exercising any rightpower, power right or remedy hereunder or under and no course of dealing between any other Credit Agreement Document Guarantor on the one hand and Lender or any Other First Lien Agreement holder of any Note on the other hand shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightpower, power right or remedyremedy hereunder, or under any Loan Document, Rate Management Agreement, or any document relating to any Treasury Management Obligation, or any abandonment or discontinuance of steps to enforce such a rightpower, power right or remedy, preclude any other or further exercise thereof or the exercise of any other rightpower, power right or remedy. The rights, powers and remedies rights of the Collateral Agent and the other Secured Parties Lender hereunder and under the other Credit Agreement Documents Loan Documents, the Rate Management Agreements and any Other First Lien Agreements document relating to any Treasury Management Obligation, as applicable, 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 Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) of this Section 5.09below, and then such waiver or and 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 Collateral Agent 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 Pledgor Guarantor in any case shall entitle any Pledgor such Guarantor 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 a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor or Pledgors Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement, relates 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 permittedLender. (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 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. (a) No failure or delay by the Collateral Agent or any other Secured Party of any kind in exercising any rightpower, power right or remedy hereunder and no course of dealing between any Pledgor on the one hand and the administrative Agent or under the holder of any Note on the other Credit Agreement Document or any Other First Lien Agreement hand shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightpower, power right or remedyremedy hereunder or under any other Loan Document, or any abandonment or discontinuance of steps to enforce such a rightpower, power right or remedy, preclude any other or further exercise thereof or the exercise of any other rightpower, power right or remedy. The rights, powers and remedies rights of the Collateral Agent and the other Secured Parties hereunder and of the Lenders under the other Credit Agreement Loan Documents and any Other First Lien 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 Pledge Agreement or consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) of this Section 5.09below, and then such waiver or and 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 Collateral Agent 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 Pledgor in any case shall entitle any such Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Pledge 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 between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyrelates and the Administrative Agent, subject to any with the prior written 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 Required Lenders (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in any applicable Intercreditor the Credit 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). (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 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. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Notes 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Notes 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 Article IX 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 AgreementNotes Indenture. The Collateral Agent may conclusively rely on a certificate of an officer of the Borrower Issuer 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 Issue Date for the perfection of security interests in the assets of the Pledgors on such date) where it reasonably determines, in consultation with the BorrowerIssuer, 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, Agreement or the other Credit Agreement Documents or any Other First Lien AgreementNotes Documents.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien 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 any Loan Document or consent to any departure by any Pledgor the Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09Section, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor the Grantor in any case shall entitle any Pledgor the 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 Pledgor Grantor, and consented to by the Required Lenders; provided, however, that (i) such consent may be given by the Collateral Agent on behalf of the Lenders pursuant to clause (ii) of the last sentence of Section 8.02(b) of the Credit Agreement, (ii) no waiver, amendment or Pledgors modification shall affect the application of proceeds of Collateral under Section 4.02 in a manner adverse to the holders of the NHL Obligations or any other provision expressly for the benefit of such holders unless consented to by the NHL and (iii) the Collateral Agent may, acting in its reasonable discretion on behalf of the Secured Parties, enter into waivers, amendments and modifications hereof (w) to correct any inconsistency, defect or ambiguity in this Agreement, (x) dealing with respect administrative or ministerial matters that have no material substantive effect, (y) to which better assure, convey and confirm the pledge of the Collateral or (z) that would not adversely affect the rights or interests of the Lenders or the creation, priority or perfection of the security interests hereunder where the effect or value of such waiver, amendment or modification is to applymodification, 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 it can be quantified, is less than $10,000,000 (as determined 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. (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 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 Agreementits reasonable discretion).

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party Noteholder in exercising any right, remedy, power or remedy privilege hereunder or under any other Credit Agreement Note Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or remedyprivilege hereunder, 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 Collateral Agent and the other Secured Parties Noteholders hereunder and under the other Credit Agreement Note Documents and any Other First Lien Agreements are cumulative and are not exclusive of any rights, remedies, powers or remedies and privileges that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.02, 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 execution and delivery of a Loan or the issuance of a Letter of Credit or the incurrence of any Other First Lien Obligation this Agreement shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent or any other Secured Party Noteholder may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Grantor in any case shall entitle any Pledgor 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 18.1 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. (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 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 Note Purchase Agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Notes Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Note Document or any Other First Lien 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 Collateral Agent and the any other Secured Parties Notes Secured Party hereunder and under the other Credit Agreement Note Documents and any Other First Lien 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 Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.02, 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 execution and delivery of a Loan this Agreement or the issuance of a Letter of Credit or the incurrence of any Other First Lien Obligation Notes shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether any investigation made by any such Secured Notes Secured Party or on its behalf and notwithstanding that the Collateral Agent or any other Secured Notes Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Grantor in any case shall entitle any Pledgor 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit AgreementIndenture; provided that the Collateral Agent may, and without the consent of each any other Authorized Representative if and Secured Notes Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent required by (and in accordance with) such departure is consistent 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 authority 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 set forth 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 AgreementIndenture.

Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Collateral Agent hereunder (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No failure delay or delay omission by the Collateral Agent in exercising or enforcing any of the Collateral Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or of any Default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power other Event of Default or remedy other Default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Collateral Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Collateral Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Collateral Agent’s Rights and Remedies. No waiver by the Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive of any rightsof the Collateral Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, powers nor shall it be deemed a continuing waiver. The Collateral Agent’s Rights and Remedies may be exercised at such time or remedies that they would otherwise havetimes and in such order of preference as the Collateral Agent may determine. The Collateral Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Obligations. No waiver of any provision provisions of this Agreement or any other Loan Document or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Grantor in any case shall entitle such Grantor or any Pledgor 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 a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor Grantor or Pledgors Grantors with respect to which whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 9.2 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. (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 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. (a) No failure or delay by the Junior-Priority Collateral Agent Agent, any Authorized Representative or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Note Document or any Other First Lien Pari Passu Agreement 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 Junior-Priority Collateral Agent Agent, each Authorized Representative and the other Secured Parties hereunder and under the other Credit Agreement Note Documents and any Other First Lien Pari Passu 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 any Note Document or any Pari Passu Agreement or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.09, 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 Collateral Agent 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 Pledgor Grantor in any case shall entitle any Pledgor Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither Subject to the terms of the Intercreditor Agreements, 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 Junior-Priority Collateral Agent and the Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit any other Note Document or any Pari Passu 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. (c) Notwithstanding anything So long as permitted by the Note Documents and the Pari Passu Agreements then in effect, the Company may from time to time designate Indebtedness and other obligations at the time of the assumption or incurrence thereof to be secured on a pari passu basis with the then outstanding Junior-Priority Obligations as Pari Passu Debt Obligations hereunder by delivering to the contrary contained hereinJunior-Priority Collateral Agent and each Authorized Representative a certificate signed by an Officer of the Company (i) identifying the Indebtedness and other obligations so designated and the aggregate principal amount or face amount thereof, (ii) stating that such Indebtedness and other obligations are designated as Pari Passu Debt Obligations for purposes hereof, (iii) representing that such designation of such Indebtedness and other obligations as Pari Passu Debt Obligations complies with the terms of the Note Documents and the Pari Passu Agreements then outstanding and (iv) specifying the name and address of the Authorized Representative for such Indebtedness and other obligations. Upon such delivery, the Junior-Priority Collateral Agent may grant extensions of time or waivers of the requirement shall act hereunder for the creation or perfection benefit of security interests in or the obtaining of insurance (all Secured Parties, 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, any Secured Parties 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 hold any Other First Lien AgreementPari Passu Debt Obligations so designated.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan 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 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 Agent, the Issuing Bank and the other Secured Parties Lenders hereunder and under the other Credit Agreement Loan Documents and any Other First Lien 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.02, 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 incurrence issuance of any Other First Lien Obligation 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 Collateral Agent Agent, any Lender, the Trustee or any other Secured Party 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 Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to applyapply (including with respect to any release of Collateral other than the release of all or substantially all the Collateral), subject to any consent required in accordance with Section 9.08 of the either Credit Agreement, including Section 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 each any Lenders, enter into an agreement to amend this Agreement and the other Authorized Representative if and Security Documents to the extent required by (and allow obligations 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 respect of an officer of the Borrower as such Indebtedness to whether any amendment contemplated by this Section 5.09(b) is permittedconstitute Secured Obligations. (c) Notwithstanding anything to the contrary contained herein, the The Collateral Agent may grant extensions 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 time or waivers any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, from the Liens of the requirement for the creation or perfection of security interests in this Agreement or the obtaining other Security Documents without the prior written consent 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 Agreementeach Lender.

Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Agent hereunder and under applicable Law (herein, the “Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure delay or delay omission by the Collateral Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate agreement (except as a waiver thereof, nor shall any expressly set forth in such waiver). No single or partial exercise of any such rightof the Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agent’s Rights and Remedies. No waiver by the Agent of any other rightof the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agent’s Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agent may determine. The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveGuaranteed Obligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Guarantor in any case shall entitle such Guarantor or any Pledgor other Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor Guarantor or Pledgors Guarantors with respect to which whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, remedy, power or remedy privilege hereunder or under any other Credit Agreement Loan 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, 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 Collateral Agent and the other Secured Parties hereunder herein provided, and provided under the each other Credit Agreement Documents and any Other First Lien Agreements Loan 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 Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02, 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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Administrative Agent and the Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to 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 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. (c) Notwithstanding anything pursuant to the contrary contained herein, the Collateral Agent may grant extensions terms 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 Intercreditor Agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.09, 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 Article IX of the Credit Agreement, Indenture and the consent any similar provision of each other Authorized Representative if and documentation relating 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 permittedPari Passu Obligations. (c) Notwithstanding anything to For the contrary contained hereinpurpose of Section 6.09(b) above, the Collateral Agent may grant extensions shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of time or waivers consents and/or a certificate signed by two Officers of the requirement for Issuer, as to the creation or perfection receipt of security interests in or valid consents from the obtaining of insurance (including title insurance) or surveys with respect relevant Secured Parties 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 amend this Agreement, in accordance with the other Credit Agreement Documents requirements as to such amendment contained in the Indenture and each Additional Secured Debt Document, and (ii) any document believed by it to be genuine and to have been signed or presented by the proper Person and the Collateral Agent need not investigate any Other First Lien Agreement.fact or matter stated in the

Waivers; Amendment. (a) No failure or delay by the First Lien Collateral Agent or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Document or any Other First Lien Agreement 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 First Lien Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements Loan Documents are cumulative and are not exclusive of any rights, powers rights or remedies that they the First Lien Collateral Agent and the other Secured Parties would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.02, 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 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 First Lien Collateral Agent Agent, any Lender or any other Secured Party Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Guarantor or Pledgors Guarantors with respect to which such waiver, amendment or modification is to 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, and without the consent of each other Authorized Representative if and any Secured Party, consent to a departure by any Guarantor from any covenant of such Guarantor set forth herein to the extent required by (and in accordance with) such departure is consistent with the applicable Other authority of the 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 set forth in the definition of the Borrower as to whether any amendment contemplated by this term “Collateral and Guarantee Requirement” in the First Lien Credit Agreement or in Section 5.09(b9.02(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 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 Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other First Lien Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan Document or any Other First Lien Permitted Debt Offering Agreement 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 Collateral Agent and the other First Lien Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien Permitted Debt Offering 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02, 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 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 Collateral Agent or any other First 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 Pledgor Loan Party in any case shall entitle any Pledgor 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 Agent, the Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to 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 Permitted Debt Offering Agreement, and except as otherwise provided subject to any consent required in any applicable Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of an officer accordance with Section 10.01 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 without undue effort or expense by the time or times at which it would otherwise be required by this Credit Agreement, the other Credit equivalent provision of each Permitted Debt Offering Agreement, or as otherwise required by the Intercreditor Agreement Documents or any Other First Lien Agreementanother applicable intercreditor agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or hereunder, under any other Credit Agreement Indenture Document or any Other First Lien Agreement 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 Applicable First Lien Agent, the Collateral Agent and the other Secured Parties hereunder hereunder, under the Indenture Documents and under the other Credit Agreement Documents and any Other First Lien Agreements Agreement 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.09, 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 Article IX of the Credit Indenture and any similar provision of documentation relating to Other First Lien Obligations. (c) For the purpose of Section 6.09(b) above, the Collateral Agent shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of consents and/or a certificate signed by two Officers of the Issuer as to the receipt of valid consents from the relevant Secured Parties to amend this Agreement, and the consent of each other Authorized Representative if and to the extent required by (and in accordance with) with the applicable requirements as to such amendment contained in the Indenture and each Other First Lien Agreement, and except as otherwise provided in (ii) any applicable Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of an officer of document believed by it to be genuine and to have been signed or presented by the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) Notwithstanding anything to the contrary contained herein, proper Person and the Collateral Agent may grant extensions of need not investigate any fact or matter stated in the document. At any time or waivers that the Issuer desires that this Agreement be amended as provided in Section 6.09(b) above, the Issuer shall deliver to the Collateral Agent a certificate signed by two Officers of the requirement for Issuer stating that the creation or perfection amendment of security interests this Agreement is permitted pursuant to Section 6.09(b) above. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Issuer shall furnish appropriate legal opinions (from counsel reasonably acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. Such officers’ certificate and legal opinion will contain the statements required by Section 13.05 of the Indenture or, if applicable, the equivalent provision of each Other First Lien Agreement. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Issuer shall furnish to the Collateral Agent copies of officers’ certificates and legal opinions delivered to the Trustee or the obtaining of insurance (including title insurance) or surveys Authorized Representative under any Other First Lien Agreement in connection with respect any amendment 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 Indenture or any Other First Lien Agreement, respectively, affecting the operation of this Section 6.09. The Collateral 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 Collateral Agent Agent, any Issuing Bank or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Collateral Agent Agent, any Issuing Bank and the other Secured Parties hereunder and under the other Credit Agreement Loan 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 Loan, the acceptance and purchase of a B/A 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 Collateral Agent Agent, 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to 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. (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 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. (a) No failure or delay by the Collateral Agent Agent, any other Agent, any L/C Issuer, any Swing Line Lender or any other Secured Party Lender in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan 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 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 Agent, any other Agent, the L/C Issuers, the Swing Line Lenders and the other Secured Parties Lenders hereunder and under the other Credit Agreement Loan Documents and any Other First Lien 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 Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.094.02, 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 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 Collateral Agent Agent, any other Agent, any Lender, any Swing Line Lender or any other Secured Party 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 Pledgor Guarantor in any case shall entitle any Pledgor Guarantor 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 Pledgor or Pledgors Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by the Applicable Agent, the Collateral Agent Agent, any Issuing Bank or any other Secured Party Lender in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Agent, any Issuing Bank and the other Secured Parties Lenders hereunder and under the other Credit Agreement Loan 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.094.09, 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 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 Agent, any Lender or any other Secured Party Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to 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. (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 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. (a) The rights, remedies, powers, privileges, and discretions of the Agent hereunder and under applicable Law (herein, the “Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure delay or delay omission by the Collateral Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agent’s Rights and Remedies. No waiver by the Agent of any other rightof the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agent’s Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agent may determine. The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveGuaranteed Obligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor the Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor the Guarantor in any case shall entitle any Pledgor the Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyGuarantor, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Loan 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to 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. (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 without undue effort or expense by the time or times at which it would otherwise be required by this Agreement, Agreement or the other Credit Agreement Documents or any Other First Lien AgreementLoan Documents.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Trustee or any other Secured Party Holder in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Document the Indenture or any Other First Lien Agreement the Notes 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 Collateral Agent Trustee and the other Secured Parties Holders hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements Indenture or the Notes 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 Pledgor the Parent Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.092.2, 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 Collateral Agent 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 Pledgor the Parent Guarantor in any case shall entitle any Pledgor the Parent Guarantor to any other or further notice or demand in similar or other circumstances. (b) Neither The Parent Guarantor may modify or amend this Agreement nor with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and compliance with any provision hereof of this Agreement may be waivedwaived with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, amended if any) then outstanding (including, without limitation, waivers obtained in connection with a tender offer or modified except pursuant exchange offer for the Notes). Notwithstanding the preceding sentence, the Parent Guarantor may modify or amend this Agreement without the consent of any Holder of a Note: (i) to an agreement or agreements in writing entered into by evidence that another entity is the Collateral Agent Parent Guarantor’s successor and the Pledgor or Pledgors has assumed its obligations with respect to which such waiver, amendment or modification is this Guaranty; (ii) to apply, subject to any consent required in accordance with Section 9.08 add covenants of the Credit Parent Guarantor or to add guarantees of any Person for the benefit of the Holders of the Notes or to surrender any of the Parent Guarantor’s rights or powers under this Agreement; (iii) to change or eliminate any restrictions on making any payment pursuant to this Guaranty, and so long as the consent interests 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 Holders of Notes are not adversely affected 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.material respect; (civ) Notwithstanding anything to the contrary contained hereinsecure this Guaranty; or (v) to cure any ambiguity, the Collateral Agent may grant extensions of time defect or waivers of the requirement for the creation inconsistency in this Guaranty or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys to make any other provisions 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 matters 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 questions Guaranty – SHI arising under this Agreement, so long as the other Credit Agreement Documents or action does not adversely affect the interests of the Holders of the Notes in any Other First Lien Agreementmaterial respect.

Waivers; Amendment. (a) No failure or delay by of the Collateral Administrative Agent or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other 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 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, rights and powers and remedies of the Collateral Administrative Agent and the other Secured Parties hereunder and of the Guarantied Parties under the other Credit Agreement Loan Documents and any Other First Lien 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 Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, and then such waiver or and 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 Collateral Agent 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 Pledgor Guarantor in any case shall entitle any Pledgor such Guarantor 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 a written agreement or agreements in writing entered into by between the Collateral Agent and Guarantors (subject to the Pledgor or Pledgors immediately following sentence) with respect to which such waiver, amendment or modification is to applyrelates and the Administrative Agent, subject to any with the prior written 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 Required Lenders (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in any applicable Intercreditor the Credit Agreement). The Collateral Agent may conclusively rely on This Agreement shall be construed as 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 separate agreement with respect to particular assets (including extensions beyond each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the Closing Date for approval of any other Guarantor and without affecting the perfection obligations 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 any other Credit Agreement Documents or any Other First Lien AgreementGuarantor hereunder.

Waivers; Amendment. (a) No failure or delay by the Notes Collateral Agent or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Note Document or any Other First Lien 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 Notes Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Note Documents and any Other First Lien 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 the Issuer or any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.02, 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 or the incurrence of any Other First Lien Obligation Notes shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the Notes Collateral Agent 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 the Issuer or any Pledgor Grantor in any case shall entitle the Issuer or any Pledgor 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 Notes Collateral Agent and the Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 12.12 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 permittedIndenture. (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 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. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other 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 Collateral Agent and the other Secured Parties hereunder and under the other 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit AgreementAgreement 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 any applicable the Intercreditor AgreementAgreements. 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 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, the other Notes Indenture Documents or any Other First Lien Agreement.

Waivers; Amendment. (a) No failure or delay by on the Collateral Agent or part of any other Secured Party party hereto in exercising any right, right or power or remedy hereunder or under any other 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements 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 Pledgor party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09Section, 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 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 Collateral Agent 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 Pledgor party hereto in any case shall entitle any Pledgor 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 Collateral Agent each Representative and the Pledgor or Pledgors with respect Company provided, however, that this Agreement may be amended from time to which such waiver, amendment or modification is to apply, subject to any consent required time (x) as provided in accordance with Section 9.08 2.10 and (y) at the sole request and expense of the Credit AgreementCompany, and without the consent of each any Representative or any other Authorized Representative if and party hereto, (A) to establish that the Liens on any ABL First Lien Collateral securing such ABL Obligations shall be senior to the extent required by (and in accordance with) the applicable Other Liens on such ABL First Lien AgreementCollateral securing any Noteholder Obligations, all on the terms provided for herein immediately prior to such amendment, (B) to establish that the Liens on any Noteholder First Lien Collateral securing such ABL Obligations shall be junior and subordinated to the Liens on such Noteholder First Lien Collateral securing any Noteholder Obligations, all on the terms provided for herein immediately prior to such amendment, and except (C) to add additional Grantors. Any amendment of this Agreement that is proposed to be effected without the consent of a Representative as otherwise provided in any applicable Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of an officer of permitted by the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) Notwithstanding anything proviso to the contrary contained herein, second preceding sentence shall be submitted to such Representative for its review at least five (5) Business Days prior to 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 proposed effectiveness 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 Agreementamendment.

Waivers; Amendment. (a) No failure or delay by the Collateral of any Agent or any other Secured Party Lender in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan 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 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 each Agent and the other Secured Parties Lenders hereunder and under the other Credit Agreement Loan Documents and any Other First Lien 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 any other Loan Document or consent to any departure by any Pledgor Holdings or the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent 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 Pledgor Holdings or the Borrower in any case shall entitle any Pledgor 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 (x) 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 (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 applicable Agent 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) decrease the fees of any Lender or Agent without the prior written consent of such Lender or Agent, as applicable, (iii) extend any date on which payment of interest on any Loan or any Fees is due, without the prior written consent of each Lender adversely affected thereby, (iv) amend the provisions of Section 4.02 of the Collateral Agreement, or any analogous provision of any other Security Document, 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 terms “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; or (vi) release all or substantially all the Collateral or release Holdings or the Borrower from its obligations under the Collateral Agreement without the prior written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent and hereunder without the Pledgor or Pledgors with respect to which prior written consent of such Agent acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification is to 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 authorized by this Section 5.09(b) is permitted. (c) Notwithstanding anything 9.08 and any consent by any Lender pursuant 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 this Section 9.08 shall bind any assignee 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 AgreementLender.

Waivers; Amendment. (a) The rights, remedies, powers, privileges, and discretions of the Agents hereunder and under applicable Law (herein, the “Agents’ Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure delay or delay omission by the Collateral Agent Agents in exercising or enforcing any of the Agents’ Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agents of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Agents’ Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agents and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agents’ Rights and Remedies. No waiver by the Agents of any other rightof the Agents’ Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agents’ Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agents may determine. The Agents’ Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveGuaranteed Obligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor the Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor the Guarantor in any case shall entitle any Pledgor the Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Collateral Agent Agents and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyGuarantor, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by on the Collateral Agent or part of any other Secured Party party hereto in exercising any right, right or power or remedy hereunder or under any other 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements 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 Pledgor party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09Section, 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 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 Collateral Agent 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 Pledgor party hereto in any case shall entitle any Pledgor 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 Collateral Agent each Representative, Holdings and the Pledgor or Pledgors with respect Company; provided, however, that this Agreement may be amended from time to which such waiver, amendment or modification is to apply, subject to any consent required time (x) as provided in accordance with Section 9.08 2.11 and (y) at the sole request and expense of the Credit AgreementCompany, and without the consent of each either Representative, (i) (A) to add other Authorized Representative if parties (or any authorized agent thereof or trustee therefor) holding Other Pari Passu Lien Obligations (as defined in the Indenture) that are incurred in compliance with the Revolving Facility Documents and the Noteholder Documents, (B) to establish that the Liens on any Noteholder First Lien Collateral securing such Other Pari Passu Lien Obligations shall be pari passu hereunder with the Liens on such Noteholder First Lien Collateral securing the Noteholder Obligations and senior to the extent required by (and in accordance with) the applicable Other Liens on such Noteholder First Lien AgreementCollateral securing any Revolving Facility Obligations, all on the terms provided for herein immediately prior to such amendment and (C) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Other Pari Passu Lien Obligations shall be pari passu hereunder with the Liens on such Revolving Facility First Lien Collateral securing the Noteholder Obligations and junior and subordinated to the Liens on such Revolving Facility First Lien Collateral securing any Revolving Facility Obligations, all on the terms provided for herein immediately prior to such amendment, and except (ii) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Lenders Debt (as otherwise defined in the Indenture) that is incurred in compliance with the Revolving Facility Documents and the Noteholder Documents, (B) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Lenders Debt shall be pari passu hereunder with the Liens on such Revolving Facility First Lien Collateral securing the Revolving Facility Obligations and senior to the Liens on such Revolving Facility First Lien Collateral securing any Noteholder Obligations, all on the terms provided in for herein immediately prior to such amendment and (C) to establish that the Liens on any applicable Intercreditor AgreementNoteholder First Lien Collateral securing such Lenders Debt shall be pari passu hereunder with the Liens on such Noteholder First Lien Collateral securing the Revolving Facility Obligations and junior and subordinated to the Liens on such Noteholder First Lien Collateral securing any Noteholder Obligations, all on the terms provided for herein immediately prior to such amendment. The Collateral Agent may conclusively Any such additional party and each party hereto shall be entitled to rely on upon a certificate of delivered by an officer of the Borrower Company certifying that such Other Pari Passu Lien Obligations or Lenders Debt, as the case may be, were issued or borrowed in compliance with the Revolving Facility Documents and the Noteholder Documents. Any amendment of this Agreement that is proposed to whether any amendment contemplated be effected without the consent of a Representative as permitted by this Section 5.09(b) is permitted. (c) Notwithstanding anything the proviso to the contrary contained herein, preceding sentence shall be submitted to such Representative for its review at least 5 Business Days prior to 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 proposed effectiveness 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 Agreementamendment.

Waivers; Amendment. (a) No failure or delay by the Collateral Trustee, the Administrative Agent or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Financing Document or any Other First Lien Agreement 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 Collateral Agent Trustee and the other Secured Parties hereunder and under the other Credit Agreement Financing Documents and any Other First Lien 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 any Financing Document or consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 loans, extensions of credit, hedging arrangements or the issuance of a Letter of Credit or the incurrence of any Other First Lien Obligation financial accommodations shall not be construed as a waiver of any Default under any Financing Document or Event of Default, regardless of whether the Collateral Agent Trustee or any other Secured Party may have had notice or knowledge of such Default under any Financing Document or Event of Default at the time. No notice or demand on any Pledgor in any case shall entitle any 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 Trustee and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 5.2 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. (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 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. (a) No failure or delay by the First Lien Collateral Agent or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan Document or any Other First Lien 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 First Lien Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien Agreements 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.02, 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 or the incurrence of any Other First Lien Obligation shall not be construed as a waiver of any Default or Event of Defaulthereunder, regardless of whether the First Lien Collateral Agent 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 Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to 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, and without the consent of each any other Authorized Representative if and Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent required by (and in accordance with) such departure is consistent with the applicable Other authority of the 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 set forth in the definition 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 term “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 and Guarantee Requirement” 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 Credit Agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Agent, any other Agent, any Lender, any Swing Line Lender or any other Secured Party L/C Issuer in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan 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 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 Agent, any other Agent, the Lenders, any Swing Line Lender and the other Secured Parties any L/C Issuer hereunder and under the other Credit Agreement Loan Documents and any Other First Lien 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 Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02, 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 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 Collateral Agent Agent, any other Agent, any Lender, any Swing Line Lender or any other Secured Party 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 Pledgor Grantor in any case shall entitle any Pledgor 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by of the Collateral Agent or any other Secured Party in exercising any right, power or remedy right hereunder or under any other 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 right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other right or further exercise thereof or the exercise of any other right, power or remedypower. The rights, powers rights and remedies of the Collateral Agent hereunder and the of other Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien Agreements 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 Loan Document or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Grantor in any case shall entitle any Pledgor such 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 between any Grantor and the Collateral Agent, with the prior written consent of the Required Secured Parties; PROVIDED, HOWEVER, that except as provided herein or in the other Loan Documents, no such agreement shall amend, modify, waive or otherwise affect the rights or duties of the Collateral Agent and hereunder without the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any prior written 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 permittedAgent. (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 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. (a) No failure or delay by the Collateral Agent Agent, any Lender or any other Secured Party in exercising any right, power or remedy hereunder or under any other 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 Collateral Agent and Agent, the Lenders or any other Secured Parties Party hereunder and under the other 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 Pledgor Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent 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 Pledgor Credit Party in any case shall entitle any Pledgor 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 Pledgor Credit Party or Pledgors Credit Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 9.01 of the Credit Term Loan Agreement, Article IX of the Indenture and the consent of any equivalent provision in each applicable other Authorized Representative if and to the extent required by (and in accordance with) the applicable Other First Lien Agreement, Credit Document and except as otherwise provided in any applicable the Pari Passu 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. (c) Notwithstanding anything 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 contrary contained hereinreceipt 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 Collateral Borrower shall deliver to the Agent may grant extensions of time or waivers a certificate signed by an officer of the requirement 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 the creation any action it takes or perfection of security interests omits to take 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 good faith in the assets of the Pledgors reliance on such date) where it reasonably determines, in consultation with the Borrower, that perfection certificates 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 Agreementopinions.

Waivers; Amendment. (a) No failure or delay by the Applicable Agent, the Collateral Agent Agent, any Issuing Bank or any other Secured Party Lender in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Agent, any Issuing Bank and the other Secured Parties Lenders hereunder and under the other Credit Agreement Loan 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.094.07, 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 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 Agent, any Lender or any other Secured Party Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to 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. (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 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. (a) The rights, remedies, powers, privileges, and discretions of the Agents hereunder and under Applicable Law (herein, the "Agents' Rights and Remedies") shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No failure delay or delay omission by the Collateral Agent Agents in exercising or enforcing any of the Agents' Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agents of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Agents' Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agents and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agents' Rights and Remedies. No waiver by the Agents of any other rightof the Agents' Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agents' Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agents may determine. The Agents' Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveObligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Borrower in any case shall entitle any Pledgor such Borrower to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Collateral Agent Agents and the Pledgor Borrower or Pledgors Borrowers with respect to which whom such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 9.02 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. (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 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. (a) The rights, remedies, powers, privileges, and discretion of the Collateral Agent hereunder and under applicable law (herein, the “Collateral Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure delay or delay omission by the Collateral Agent in exercising or enforcing any of the Collateral Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral Agent of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Collateral Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Collateral Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Collateral Agent’s Rights and Remedies. No waiver by the Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive of any rightsof the Collateral Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, powers nor shall it be deemed a continuing waiver. The Collateral Agent’s Rights and Remedies may be exercised at such time or remedies that they would otherwise havetimes and in such order of preference as the Collateral Agent may determine. The Collateral Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Guaranteed Obligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Guarantor in any case shall entitle any Pledgor such Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyeach Guarantor, subject to any consent required in accordance with Section 9.08 Subsection 11.1 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. (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 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. (a) No failure or delay by the Collateral Administrative Agent or any other Secured Party to exercise, and no delay by any such Person in exercising exercising, any right, remedy, power or remedy privilege hereunder or under any other 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, remedy, 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 of the Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements privileges herein provided 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 Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.094.02, 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 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 Collateral Administrative Agent or any other Secured Party Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Guarantor in any case shall entitle any Pledgor Guarantor 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 Pledgor Guarantor or Pledgors Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by on the Collateral Agent or part of any other Secured Party party hereto in exercising any right, right or power or remedy hereunder or under any other 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements 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 Pledgor party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09Section, 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 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 Collateral Agent 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 Pledgor party hereto in any case shall entitle any Pledgor 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 Collateral Agent each Representative, Holdings and the Pledgor or Pledgors with respect Company; provided, however, that this Agreement may be amended from time to which such waiver, amendment or modification is to apply, subject to any consent required time (x) as provided in accordance with Section 9.08 2.10 and (y) at the sole request and expense of the Credit AgreementCompany, and without the consent of each either Representative, (i) (A) to add other Authorized Representative if parties (or any authorized agent thereof or trustee therefor) holding Other Pari Passu Lien Obligations (as defined in the Indenture) that are incurred in compliance with the Revolving Facility Documents and the Noteholder Documents, (B) to establish that the Liens on any Noteholder First Lien Collateral securing such Other Pari Passu Lien Obligations shall be pari passu hereunder with the Liens on such Noteholder First Lien Collateral securing the Noteholder Obligations and senior to the extent required by (and in accordance with) the applicable Other Liens on such Noteholder First Lien AgreementCollateral securing any Revolving Facility Obligations, all on the terms provided for herein immediately prior to such amendment and (C) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Other Pari Passu Lien Obligations shall be pari passu hereunder with the Liens on such Revolving Facility First Lien Collateral securing the Noteholder Obligations and junior and subordinated to the Liens on such Revolving Facility First Lien Collateral securing any Revolving Facility Obligations, all on the terms provided for herein immediately prior to such amendment, and except (ii) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Lenders Debt (as otherwise defined in the Indenture) that is incurred in compliance with the Revolving Facility Documents and the Noteholder Documents, (B) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Lenders Debt shall be pari passu hereunder with the Liens on such Revolving Facility First Lien Collateral securing the Revolving Facility Obligations and senior to the Liens on such Revolving Facility First Lien Collateral securing any Noteholder Obligations, all on the terms provided in for herein immediately prior to such amendment and (C) to establish that the Liens on any applicable Intercreditor AgreementNoteholder First Lien Collateral securing such Lenders Debt shall be pari passu hereunder with the Liens on such Noteholder First Lien Collateral securing the Revolving Facility Obligations and junior and subordinated to the Liens on such Noteholder First Lien Collateral securing any Noteholder Obligations, all on the terms provided for herein immediately prior to such amendment. The Collateral Agent may conclusively Any such additional party and each party hereto shall be entitled to rely on upon a certificate of delivered by an officer of the Borrower Company certifying that such Other Pari Passu Lien Obligations or Lenders Debt, as the case may be, were issued or borrowed in compliance with the Revolving Facility Documents and the Noteholder Documents. Any amendment of this Agreement that is proposed to whether any amendment contemplated be effected without the consent of a Representative as permitted by this Section 5.09(b) is permitted. (c) Notwithstanding anything the proviso to the contrary contained herein, preceding sentence shall be submitted to such Representative for its review at least 5 Business Days prior to 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 proposed effectiveness 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 Agreementamendment.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Mortgagee or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Note Document, 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 Collateral Agent and the Mortgagee or any other Secured Parties Party hereunder and under the other Credit Agreement Note Documents, Notes Indenture Documents and any Other First Lien Agreements Agreement 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 Mortgage or consent to any departure by any Pledgor Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.5, 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 Collateral Agent 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 Pledgor Mortgagor in any case shall entitle any Pledgor Note Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Mortgage 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 Mortgagee and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyMortgagor, subject to any consent required in accordance with the Notes Indenture, Section 9.08 13.01 of the Credit AgreementIndenture, and the consent of each other Authorized Representative (as defined in the Collateral Agreement) 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 the Intercreditor AgreementAgreements. The Collateral Agent Mortgagee may conclusively rely on a certificate of an officer of the Borrower Xxxxxxxxx as to whether any amendment contemplated by this Section 5.09(b7.5(b) is permitted. (c) Notwithstanding anything to the contrary contained herein, the Collateral Agent Mortgagee 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 date hereof for the perfection of security interests in the assets of the Pledgors Mortgagor on such date) where it reasonably determines, in consultation with the BorrowerIssuer, 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 AgreementMortgage, the other Credit Agreement Note Documents, the Notes Indenture Documents or any Other First Lien Agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Mortgagee or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Document, 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 Collateral Agent and the Mortgagee or any other Secured Parties Party hereunder and under the other Credit Agreement Documents, Notes Indenture Documents and any Other First Lien Agreements Agreement 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 Mortgage or consent to any departure by any Pledgor Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.5, 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 Collateral Agent 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 Pledgor Mortgagor in any case shall entitle any Pledgor Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Mortgage 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 Mortgagee and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyMortgagor, subject to any consent required in accordance with Section 9.08 of the Credit AgreementAgreement or Section [ ] of the Notes Indenture, and the consent of each other Authorized Representative (as defined in the Collateral Agreement) 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 the Intercreditor AgreementAgreements. The Collateral Agent Mortgagee may conclusively rely on a certificate of an officer of the Borrower Mortgagor as to whether any amendment contemplated by this Section 5.09(b7.5(b) is permitted. (c) Notwithstanding anything to the contrary contained herein, the Collateral Agent Mortgagee 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 date hereof for the perfection of security interests in the assets of the Pledgors Mortgagor 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 AgreementMortgage, the other Credit Agreement Documents, the other Notes Indenture Documents or any Other First Lien Agreement.

Waivers; Amendment. (a) No failure or delay by of the Applicable Collateral Agent or any other Secured Party in exercising any right, power or remedy right hereunder or under any other 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 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 Applicable Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements 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 Loan Document or consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor in any case shall entitle any 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 a written agreement or agreements in writing entered into by among the First Priority Collateral Agent, the Second Priority Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject . The First Priority Collateral Agent is authorized without the consent of any other First Priority Secured Party to any consent required in accordance enter into an amendment or supplement to this Agreement with respect to the First Priority Secured Obligations as contemplated by Section 9.08 5.12(b) of the Credit Agreement, and . The Second Priority Collateral Agent is authorized to enter into an amendment or supplement to this Agreement with respect to the Second Priority Secured Obligations (x) without the consent of each any other Authorized Representative if and to the extent required Second Priority Secured Party as contemplated 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 Section 9.01 of the Borrower Indenture and (y) with the consent of the Second Priority Secured Parties 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 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.9.02

Waivers; Amendment. (a) No failure or delay by the ------------------- Administrative Agent, the Collateral Agent Agent, the Issuing Bank, any Lender, any Noteholder or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Transaction 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 Agent, the Issuing Bank, the Lenders and the other Secured Parties Noteholders hereunder and under the other Credit Agreement Transaction 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 Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.09 and Section 7.04 of the Intercreditor Agreement, 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 Loan, issuance of a Letter of Credit Credit, acceptance of the obligations or the incurrence issuance of any Other First Lien Obligation a Senior Subordinated Note shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent Agent, the Issuing Bank, any Lender or any other Secured Party Noteholder may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Grantor in any case shall entitle any Pledgor 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 Pledgor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with the Intercreditor Agreement, Section 9.08 9.02 of the Revolving 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 Section 9.02 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 Term Loan Credit Agreement and Sections 9.01 and 9.02 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 AgreementIndenture.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Mortgagee or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Document, the Indenture Document or any Specified 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 Collateral Agent and the Mortgagee or any other Secured Parties Party hereunder and under the other Credit Agreement Documents, the Indenture Documents and any Specified Other First Lien Agreements Agreement 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 Mortgage or consent to any departure by any Pledgor Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.5, 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 Collateral Agent 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 Pledgor Mortgagor in any case shall entitle any Pledgor Loan Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Mortgage 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 Mortgagee and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyMortgagor, subject to any consent required in accordance with Section 9.08 of the Credit AgreementAgreement and Article 9 of the Indenture, and the consent of each other Authorized Representative (as defined in the Collateral Agreement) if and to the extent required by (and in accordance with) the applicable Specified Other First Lien Agreement, and except as otherwise provided in any applicable the First Lien Intercreditor AgreementAgreements. The Collateral Agent Mortgagee may conclusively rely on a certificate of an officer of the Borrower Xxxxxxxxx as to whether any amendment contemplated by this Section 5.09(b7.5(b) is permitted. (c) Notwithstanding anything to the contrary contained herein, the Collateral Agent Mortgagee 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 date hereof for the perfection of security interests in the assets of the Pledgors Mortgagor on such date) where it reasonably determines, in consultation with the Lux 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 AgreementMortgage, the other Credit Agreement Documents, the Indenture Documents or any Specified Other First Lien Agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Security 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Security Documents and any Other First Lien 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09Section, 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 or the incurrence of by any Other First Lien Obligation Lender shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent or any other Secured Party Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect and consented to which such waiverby the Majority Secured Parties; PROVIDED, HOWEVER, that (i) any amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 waiver of this Agreement that by its terms adversely affects the rights of the Credit AgreementAgreement Secured Parties or the Senior Note Secured Parties differently from those of the other class of Secured Parties shall require the consent of Secured Parties holding a majority in interest of the Obligations of the adversely affected class, (ii) any amendment or waiver having the effect of a general release of Collateral and any termination or cancelation of this Agreement shall require the consent of each other Authorized Representative if Lender and each Senior Note Purchaser, (iii) any amendment that directly or indirectly narrows the description of the Collateral or the obligations being secured hereby, changes the priority of payments to the extent required by Secured Parties hereunder or amends the definition of "Majority Secured Parties" may not be made without the consent of all the Lenders and Senior Note Purchasers and (and in accordance withiv) provisions solely affecting 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 rights of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) Notwithstanding anything to Secured Parties among themselves may be amended or waived without the contrary contained herein, the Collateral Agent may grant extensions of time or waivers consent of the requirement for the creation or perfection of security interests in Borrowers 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 AgreementPledgors.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Agent, any L/C Issuer, any Lender or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Collateral Agent and Agent, any L/C Issuer, the Lenders or any other Secured Parties Party hereunder and under the other Credit Agreement Loan 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.09, 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 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 Collateral Agent Agent, any Lender, any L/C Issuer 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 Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to 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, Agreement and except as otherwise provided in any applicable the Intercreditor AgreementAgreements. 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(b7.09(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 date hereof 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, Agreement or the other Credit Agreement Documents or any Other First Lien AgreementLoan Documents.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party Holder in exercising any right, power or remedy hereunder or under any other Credit Agreement 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 Collateral Agent and the other Secured Parties Holder hereunder and under the other Credit Agreement 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 Pledgor Holder therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.09, 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 Article 9 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 permittedIndenture. (c) Notwithstanding anything to For the contrary contained hereinpurpose of Section 7.09(b) above, the Collateral Agent may grant extensions shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of time or waivers consents and a certificate signed by two Officers of Parent, provided by the Trustee, as to the receipt of valid consents from the Holders of at least a majority in aggregate principal amount of the requirement outstanding Notes to amend this Agreement (or two-thirds in aggregate principal amount of the outstanding Notes if required by Article 9 of 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 Collateral Agent need not investigate any fact or matter stated in the document. At any time that Parent desires that this Agreement be amended as provided in Section 7.09(b) above, Parent shall deliver to the Collateral Agent a certificate signed by two Officers of Parent stating that the amendment of this Agreement is permitted pursuant to Section 7.09(b) above. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), Parent shall furnish appropriate legal opinions (from counsel reasonably acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. Such officers’ certificate and legal opinion will contain the statements required by Section 13.05 of the Indenture. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), Parent shall furnish to the Collateral 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 7.09. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificates or opinions. (d) Upon the Incurrence of Pari Passu Indebtedness secured by Liens permitted under the Indenture, which liens are intended to rank equal in priority with the Liens granted under this Agreement (“Additional 1-1/2 Lien Obligations”), the holders of such Pari Passu Indebtedness or the trustee or agent on behalf of such holders shall execute and deliver a joinder, amendment or supplement to this Agreement to provide that the new holder(s) (and/or the trustee or agent for such holder(s)) shall be “Secured Parties” hereunder, which joinder, amendment or supplement may provide for the creation or perfection appointment of security interests in or the obtaining of insurance (including title insuranceCollateral Agent as agent for such holder(s) or surveys with respect to particular assets (including extensions beyond the Closing Date and/or provide for the perfection grant of a security interests interest in the assets of Collateral by the Pledgors on in form and substance reasonably satisfactory to the Collateral Agent. Upon the execution and delivery by such dateholder(s) where it reasonably determines(or trustee or agent) and the other parties thereto of such joinder, in consultation amendment or supplement, such holder(s) (or trustee or agent for such holders) shall become a “Secured Party” hereunder with the Borrower, that perfection or obtaining same force and effect as if it were originally a party to this Agreement and named as a “Secured Party” herein. The execution and delivery of such items canjoinder, amendment or supplement shall not be accomplished without undue effort or expense by require the time or times at which it would otherwise be required by consent of any other Secured Party hereunder (other than the Collateral Agent), and the rights and obligations of each Secured Party hereunder shall remain in full force and effect notwithstanding the addition of any new Secured Party as a party to this Agreement. For the purpose of this Section 7.09(d), the other Credit Collateral Agent shall be entitled to rely upon an officers’ certificate stating that the amendment of this Agreement Documents or any Other First Lien Agreementis permitted pursuant to this Section 7.09(d).

Waivers; Amendment. (a) No failure or delay by on the Collateral Agent part of any Agent, any Arranger, any Lender or any other Secured Party Issuing Bank in exercising any rightpower, power right or remedy privilege hereunder or under any other Credit Agreement Document shall impair such power, right or any Other First Lien Agreement shall operate as privilege or be construed to be a waiver thereofthereof or of any Default or Event of 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 Collateral Agent Agents, the Arrangers, the Lenders and the other Secured Parties Issuing Banks hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive shall be in addition to and independent of any all powers, rights, powers or privileges and remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02(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 execution and delivery of this Agreement or the making of a any Loan or the issuance of a any 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 Collateral Agent any Agent, any Arranger, any Lender or any other Secured Party Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor in any case shall entitle any 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.5 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. (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 This Agreement shall be construed as a separate agreement with respect to particular assets (including extensions beyond each Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Grantor without the Closing Date for approval of any other Grantor and without affecting the perfection obligations 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 any other Credit Agreement Documents or any Other First Lien AgreementParty hereunder.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Loan 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 5.095.9, 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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to 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. For the avoidance of doubt, the Collateral Agent is authorized to amend, supplement or otherwise modify this Agreement without further consent of any Lender in the circumstances expressly contemplated by the definitions of “Junior Liens” or “Other First Liens” in the Credit 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(b5.9(b) is permitted. (c) Notwithstanding anything to the contrary contained herein, the Collateral Agent may (in its sole discretion) 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, Agreement or the other Credit Agreement Documents or any Other First Lien AgreementLoan Documents.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Agent, any L/C Issuer, any Lender or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Collateral Agent and Agent, any L/C Issuer, the Lenders or any other Secured Parties Party hereunder and under the other Credit Agreement Loan 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent Agent, any Lender, any L/C Issuer 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 Pledgor in any case shall entitle any Pledgor 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to 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. (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 without undue effort or expense by the time or times at which it would otherwise be required by this Agreement, Agreement or the other Credit Agreement Documents or any Other First Lien AgreementLoan Documents.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or of any other Secured Party Purchaser in exercising any right, power or remedy right hereunder or under any other 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 right or remedypower, or any abandonment or discontinuance of steps to enforce such a right, power right or remedypower, preclude any other right or further exercise thereof or the exercise of any other right, power or remedypower. The rights, powers rights and remedies of the Collateral Agent and the other Secured Parties Purchasers hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive of any rights, powers rights or remedies that which they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Pledgor the Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent 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 Pledgor the Grantor in any case shall entitle any Pledgor the 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 Grantor and the Pledgor or Pledgors with respect to which such waiverPurchasers. Notwithstanding the foregoing, amendment or modification is to apply, subject to any upon the written consent required in accordance with Section 9.08 of holders of a majority of the Credit Agreementoutstanding principal amount of the Senior Secured Notes, this Agreement may be amended to release the Security Interest on Accounts Receivable (and the consent of each other Authorized Representative if Proceeds thereof) and to the extent required by delete Accounts Receivable (and Proceeds thereof) from the definition of Collateral, in accordance with) which event the applicable Other First Lien Agreement, Security Interest in Accounts Receivable and except as otherwise provided in any applicable Intercreditor Agreementall Proceeds thereof shall be deemed released. The Collateral Agent may conclusively rely on a certificate of an officer of the Borrower as to whether Purchasers shall be bound by any modification or amendment contemplated authorized by this Section 5.09(b) is permittedregardless of whether the Senior Secured Notes shall have been marked to make reference thereto, and any consent by any holder of a Senior Secured Note pursuant to this Section shall bind any person subsequently acquiring a Senior Secured Note from it, whether or not such Senior Note shall have been so marked. (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 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. (a) No failure or delay by the Collateral Agent or any other Secured Party of any kind in exercising any rightpower, power right or remedy hereunder and no course of dealing between any Pledgor on the one hand and the administrative Agent or under the holder of any Note on the other Credit Agreement Document or any Other First Lien Agreement hand shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightpower, power right or remedyremedy hereunder or under any other Loan Document, or any abandonment or discontinuance of steps to enforce such a rightpower, power right or remedy, preclude any other or further exercise thereof or the exercise of any other rightpower, power right or remedy. The rights, powers rights and remedies of the Collateral Agent and the other Secured Parties hereunder and of the Lenders under the other Credit Agreement Loan Documents and any Other First Lien 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 Pledge Agreement or consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) of this Section 5.09below, and then such waiver or and 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 Collateral Agent 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 Pledgor in any case shall entitle any such Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Pledge 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 between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyrelates and the Administrative Agent, subject to any with the prior written 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 Required Lenders (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in any applicable Intercreditor the Credit 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). (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 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. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, remedy, power or remedy privilege hereunder or under any other Credit Agreement Loan Document or under any Other First Lien Agreement Pari Passu 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, 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 Collateral Agent Secured Parties herein provided, and provided under each other Loan Document and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements Pari Passu Indenture, 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 Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02, 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 provision of a Letter of Credit or the incurrence of any Other First Lien Obligation services under Term Loan Secured Hedge Agreements shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent 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 Pledgor in any case shall entitle any 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 Administrative Agent and the Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.01 of the Credit Agreement; provided, and however, that the requisite written consent of each other Authorized Representative if and to the extent Pari Passu Holders and/or the Pari Passu Trustee under the Pari Passu Indenture shall be 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. (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 any release, waiver, amendment or other modification of this Agreement that would materially and adversely affect the Closing Date for rights of the perfection of security interests Pari Passu Holders to equally and ratably share in the assets of security provided for herein with respect to the Pledgors on such date) where it reasonably determinesCollateral. Except as set forth in this Section 6.02, in consultation neither the Pari Passu Holders nor any Pari Passu Trustee shall have any rights to approve any release, waiver, amendment, modification, charge, discharge or termination 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 respect to this Agreement, the other Credit Agreement Documents or any Other First Lien Agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Agent, the Trustee or any other Secured Party in exercising any right, power or remedy hereunder or under any other 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 Collateral Agent and Agent, the Trustee or any other Secured Parties Party hereunder and under the other 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or the Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 Article IX of the Indenture and any equivalent provision in each applicable other 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, Document and except as otherwise provided in any applicable the Additional Priority Lien Intercreditor Agreement. The Collateral Agent may conclusively rely rely, and shall be fully protected in relying, on a certificate of an officer of the Borrower Issuer as to whether any amendment contemplated by this Section 5.09(b) is permitted. (c) Notwithstanding anything 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 Co-Issuers, as to the contrary contained hereinreceipt 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 Co-Issuers desire that this Agreement be amended as provided in Section 5.09(b) above, the Collateral Issuer shall deliver to the Agent may grant extensions of time or waivers a certificate signed by an officer of the requirement Issuer 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 Co-Issuers 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 the creation any action it takes or perfection of security interests omits to take 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 good faith in the assets of the Pledgors reliance on such date) where it reasonably determines, in consultation with certificates or opinions. For the Borrower, that perfection or obtaining avoidance 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 Agreementdoubt, the Agent shall have no obligation to execute and deliver any amendment, supplement, modification or waiver to this Agreement which affects its own rights, duties, immunities or indemnities under this Agreement or under the other Credit Agreement Documents or any Other First Lien AgreementSecurity Documents.

Waivers; Amendment. (a) No failure or delay by of the Collateral Agent of any kind in exercising any power, right or remedy hereunder and no course of dealing between any Guarantor on the one hand and Collateral Agent or any holder of any Note on the other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Document or any Other First Lien Agreement hand shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightpower, power right or remedyremedy hereunder, under any other Loan Document, any other LCF Document or any Hedging Document, or any abandonment or discontinuance of steps to enforce such a rightpower, power right or remedy, preclude any other or further exercise thereof or the exercise of any other rightpower, power right or remedy. The rights, powers rights and remedies of the Collateral Agent hereunder and of the other Secured Parties hereunder and under the other Credit Agreement Loan Documents, the other LCF Documents and any Other First Lien Agreements the Hedging Documents, as applicable, 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 Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) of this Section 5.09below, and then such waiver or and 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 Collateral Agent 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 Pledgor Guarantor in any case shall entitle any Pledgor such Guarantor 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 a written agreement or agreements in writing entered into by the Collateral Agent and the Pledgor or Pledgors between each Guarantor with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement, relates 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 permittedAgent. (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 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. (a) No failure or delay by on the part of the Collateral Agent to exercise any power, right or any other Secured Party in exercising any rightprivilege hereunder shall impair such power, power right or remedy hereunder privilege or under any other Credit Agreement Document or any Other First Lien Agreement 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien Agreements 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 or any of the Secured Swap Agreements. No waiver of any provision provisions of this Agreement or any other Loan Document or consent to any departure by any Pledgor the Grantors therefrom shall in any event be effective unless the same shall be permitted by paragraph paragraphs (b) of this Section 5.09or (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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Grantor in any case shall entitle such Grantor or any Pledgor 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyGrantors, subject to any consent required in accordance with Section 9.08 of the Credit Agreement, except that Schedule 3.7 hereto shall be deemed amended and the consent of each other Authorized Representative if and supplemented by any information set forth from time to time in a Security Supplement delivered by any Grantor 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 without the requirement of an officer of any consent of, or agreement in writing of, the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permittedCollateral Agent. (c) Notwithstanding anything to the contrary contained hereinforegoing, the Collateral Agent may grant extensions of time or waivers may, with the consent of the requirement for Grantors and without the creation consent of any Lender, Secured Party or perfection 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 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 AgreementLender.

Waivers; Amendment. (a) No failure or delay by on the Collateral part of any Agent or any other Secured Party Lender in exercising any rightpower, power right or remedy privilege hereunder or under any other Credit Agreement Document shall impair such power, right or any Other First Lien Agreement shall operate as privilege or be construed to be a waiver thereofthereof or of any Default or Event of 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 Collateral Agent Agents and the other Secured Parties Lenders hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive shall be in addition to and independent of any all powers, rights, powers or privileges and remedies that they would otherwise have. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or any other Credit Document or the making of any Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02(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 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 Collateral Agent 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 Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances. given (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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.5 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. (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 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. (a) No failure or delay by the First-Lien Collateral Agent Agent, the Administrative Agent, any Issuing Bank or any other Secured Party First-Lien Lender in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan Document or any Other First Lien Agreement 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 Agent, the Administrative Agent, the Issuing Banks and the other Secured Parties First-Lien Lenders hereunder and under the other Credit Agreement Loan Documents and any Other First Lien 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 any Loan Document or consent to any departure by any Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.08, 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 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 First-Lien Collateral Agent Agent, any First-Lien Lender or any other Secured Party 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 Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to 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. (c) Notwithstanding anything to In no event shall the contrary contained herein, the Collateral Agent may grant extensions consent 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 any Existing Senior Note Holder be required by in connection with any amendment, amendment and restatement, supplement, waiver or other modification of this Agreement, the other Credit Agreement Documents or any Other First Lien Agreement.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any Lender or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Loan Document or any Other First Lien 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 Collateral Agent Agent, the Lenders and the other Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.02, 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 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 Collateral Agent Agent, any Lender 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 Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 9.2 of the Credit Agreement; provided that the Collateral Agent may, and without the consent of each other Authorized Representative if and any Secured Party, consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the extent required by (and in accordance with) such departure is consistent 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 authority 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 set forth in the definition 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 term “Collateral and Guarantee Requirement” 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. (a) No failure or delay by of the ------------------ Collateral Agent or any other Secured Party in exercising any right, power or remedy right hereunder or under any other 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 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 hereunder and of the other Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien Agreements 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 consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent 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 Pledgor in any case shall entitle any such 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 a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 9.02 of the Credit Agreement. Each Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the consent of each Secured Parties, be governed by the Credit Agreement and by such other Authorized Representative if and agreements with respect thereto as may exist from time to time among them, but, as between 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. (c) Notwithstanding anything to the contrary contained hereinand such Pledgor, the Collateral Agent may grant extensions of time or waivers of the requirement shall be conclusively presumed to be acting as agent for the creation Secured Parties with full and valid authority so to act or perfection of security interests in refrain from acting, and no Pledgor shall be under any obligation, or the obtaining of insurance (including title insurance) or surveys with respect entitlement, to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Pledgors on make any inquiry respecting 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 Agreementauthority.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Indenture Document or (to the extent applicable) any Other First Lien Agreement Additional Secured Debt 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Indenture Documents and any Other First Lien Agreements (to the extent applicable) the Additional Secured Debt 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.10, 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 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 Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement, Indenture and the consent of each other Authorized Representative if and Additional Secured Debt Document (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 permittedapplicable). (c) Notwithstanding anything to For the contrary contained hereinpurpose of Section 5.10(b) above, the Collateral Agent may grant extensions shall be entitled to rely upon (i) written confirmation from the agent managing the solicitation of time consents or waivers a certificate signed by an Officer of the requirement for Issuer, as to the creation or perfection receipt of security interests in valid consents from the Secured Parties as required pursuant to the Indenture or the obtaining of insurance Additional Secured Debt Documents, and (including title insuranceii) any document believed by it to be genuine and to have been signed or surveys with respect to particular assets (including extensions beyond presented by the Closing Date for proper person and the perfection of security interests Collateral Agent need not investigate any fact or matter stated in the assets document. At any time that the Issuer desires that this Agreement be amended as provided in Section 5.10(b) above, the Issuer shall deliver to the Collateral Agent a certificate signed by an Officer of the Pledgors Issuer stating that the amendment of this Agreement is permitted pursuant to Section 5.10(b) above. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Issuer shall furnish appropriate legal opinions (in form and substance, and from counsel, reasonably acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. Such Officers’ certificate and legal opinion will contain the statements required by Section 9.06 of the Indenture. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Issuer shall furnish to the Collateral 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 5.10. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such date) where it reasonably determines, in consultation with the Borrower, that perfection certificates 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 Agreementopinions.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party to exercise, and no delay by any such Person in exercising exercising, any right, remedy, power or remedy privilege hereunder or under any other Credit Agreement Loan Document shall impair such right, remedy, power or any Other First Lien Agreement shall privilege or operate as a waiver thereof, ; nor shall any single or partial exercise of any such right, remedy, 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 of the Collateral Agent privileges herein provided, and the provided under each other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements Loan Document, are cumulative and are not exclusive independent of any rights, remedies, powers and privileges provided by Law. Any forbearance or remedies that they would otherwise havefailure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such rights, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02, 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 any Loan, the provision of any Cash Management Services or the issuance provision of a Letter of Credit or the incurrence of services under any Other First Lien Obligation Secured Hedge Agreement shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.01 of the First Lien 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. (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 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. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Loan 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.9, 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 any letter of credit under the Credit or the incurrence of any Other First Lien Obligation Agreement, if applicable, shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 9.03 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. (c) Notwithstanding anything to the contrary contained hereinin any Loan Document, the Collateral Agent may (in its sole discretion) 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 AgreementLoan Documents.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party to exercise, and no delay by any such Person in exercising exercising, any right, remedy, power or remedy privilege hereunder or under any other Credit Agreement Loan Document shall impair such right, remedy, power or any Other First Lien Agreement shall privilege or operate as a waiver thereof, ; nor shall any single or partial exercise of any such right, remedy, 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 of the Collateral Agent privileges herein provided, and the provided under each other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements Loan Document, are cumulative and are not exclusive independent of any rights, remedies, powers and privileges provided by Law. Any forbearance or remedies that they would otherwise havefailure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such rights, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.02, 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 any Loan, issuance of a Letter of Credit Credit, the provision of any Cash Management Services or the incurrence provision of services under any Other First Lien Obligation Secured Hedge Agreement shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 11.01 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. (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 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. (a) No failure or delay by the Collateral Trustee, the Administrative Agent or any other First-Lien Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Financing Document or any Other First Lien Agreement 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 Collateral Trustee, the Administrative Agent and the other First-Lien Secured Parties hereunder and under the other Credit Agreement Financing Documents and any Other First Lien 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 any Financing Document or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.08, 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 loans, extensions of credit, issuances of letters of credit, hedging arrangements or the issuance of a Letter of Credit or the incurrence of any Other First Lien Obligation financial accommodations shall not be construed as a waiver of any Default under any Financing Document or Event of Default, regardless of whether the Collateral Agent Trustee or any other First-Lien Secured Party may have had notice or knowledge of such Default under any Financing Document or Event of Default at the time. No notice or demand on any Pledgor Grantor in any case shall entitle any Pledgor 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 Trustee and the Pledgor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 5.2 or Section 9.3 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. (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 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. (a) No failure or delay by the Collateral Agent Agent, any Issuing Lender, any Lender or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereofhereof, 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 Agent, the Issuing Lenders, the Lenders and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien 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 any Credit Document or consent to any departure by any Pledgor Credit Party or any Subsidiary thereof therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.093.06, 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 Collateral Agent Agent, any Lender, any Issuing Lender 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 Pledgor Guarantor in any case shall entitle any Pledgor Guarantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Guaranty 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 Pledgor Guarantor or Pledgors Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 13.12 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. (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 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. (a) No failure or delay by the Collateral Agent Agent, any Issuing Bank or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Collateral Agent Agent, any Issuing Bank and the other Secured Parties hereunder and under the other Credit Agreement Loan 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent Agent, 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 Pledgor in any case shall entitle any 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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to 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. (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 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. (a) The rights, remedies, powers, privileges, and discretions of the Agents hereunder and under applicable Law (herein, the “Agents’ Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure delay or delay omission by the Collateral Agent Agents in exercising or enforcing any of the Agents’ Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agents of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Agents’ Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agents and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agents’ Rights and Remedies. No waiver by the Agents of any other rightof the Agents’ Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agents’ Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agents may determine. The Agents’ Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveGuaranteed Obligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Guarantor in any case shall entitle such Guarantor or any Pledgor other Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by on the Collateral Agent or part of any other Secured Party party hereto in exercising any right, right or power or remedy hereunder or under any other 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements 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 Pledgor party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02(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 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 Collateral Agent 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 Pledgor party hereto in any case shall entitle any Pledgor 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 Pledgor 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 Pledgors with respect Non-ABL Secured Parties 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 applyall Liens on the ABL Priority Collateral securing any Non-ABL Obligations and 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 AgreementABL 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 other Authorized Representative if 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 extent required by (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in effectiveness of 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 permittedsuch modifications). (c) Notwithstanding anything to the contrary contained hereinin 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 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 holders of such items canindebtedness (and any agent, trustee or representative therefor) shall not be accomplished without undue effort joined as a party to, or expense by the time or times at which it would otherwise be required by a beneficiary of, this Agreement, the other Credit Agreement Documents or any Other First Lien Agreementas herein provided.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Agent, any L/C Issuer, any Lender or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Collateral Agent and Agent, any L/C Issuer, the Lenders or any other Secured Parties Party hereunder and under the other Credit Agreement Loan 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 Loan, the increase of any Other First Lien Obligations 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 Collateral Agent Agent, any Lender, any L/C Issuer 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 Pledgor Loan Party in any case shall entitle any Pledgor 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 the Loan Party or agreements in writing entered into by the Collateral Agent and the Pledgor or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreementand, and the consent of by each other Authorized Representative if and to the extent required by (and in accordance with) the such Credit Agreement, Notes Indenture or other applicable Other First Lien Agreement, and except or, in each case, as otherwise provided in any applicable Section 2.04 of the First Lien Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of an officer of the Borrower 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 contained hereincontrary, the Collateral Agent may may, in its sole discretion or at the direction of the Required Lenders, grant extensions of time for or waivers of the requirement for satisfaction of any of the creation requirements under Sections 3.01, 3.03, 3.04 and 3.05 or perfection any Security Documents in respect of security interests in any particular Collateral or any particular Subsidiary if it determines that the obtaining of insurance (including title insurance) or surveys satisfaction thereof 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 Collateral or obtaining of such items Subsidiary cannot be accomplished without undue expense or unreasonable effort or expense due to factors beyond the control of the Borrower by the time or times at which it would otherwise be required by to be satisfied under this Agreement, the other Credit Agreement Documents or any Other First Lien AgreementSecurity Document.

Waivers; Amendment. (a) No failure or delay by on the Collateral Agent or part of any other Secured Party party hereto in exercising any right, right or power or remedy hereunder or under any other 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements 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 Pledgor party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.02(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 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 Collateral Agent 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 Pledgor party hereto in any case shall entitle any Pledgor 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 Pledgor or Pledgors with respect to which any such termination, waiver, amendment or modification is to applywhich by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of, subject to imposes additional duties on, or otherwise adversely affects the Company or any consent required in accordance Grantor, 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 permittedCompany). (c) Notwithstanding anything to the contrary contained hereinforegoing, without the consent of any First Lien Secured Party, the Collateral Agent may grant extensions of time or waivers Agents may, and at the request of the requirement for Company shall, effect amendments and modifications to this Agreement to the creation or perfection extent necessary to reflect any Refinancing of security interests First Lien Obligations 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 compliance with the BorrowerFirst Lien Debt Documents; provided, that perfection the Collateral Agents may condition their execution and delivery of any such amendment or obtaining modification on receipt of an officer’s certificate from the Company certifying that such items cannot be accomplished without undue effort incurrence or expense Refinancing is permitted by the time or times at which it would otherwise be required by this Agreement, the other Credit Agreement Documents or any Other then extant First Lien AgreementDebt Documents.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other 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 Collateral Agent and the other Secured Parties hereunder and under the other 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 Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 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 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 Collateral Agent 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 Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.33 (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 Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to (i) any consent required in accordance with Section 9.08 9.02 of the Credit Agreement, and (ii) 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 a Responsible Officer of the Lead Borrower as to whether any amendment contemplated by this Section 5.09(b5.09(b)(ii) is permitted. (c) Notwithstanding anything to the contrary contained herein, the Collateral Agent may (in its reasonable discretion) 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 Lead 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. (a) No failure or delay by of the Collateral Administrative Agent of any kind in exercising any power, right or remedy hereunder and no course of dealing between any Guarantor on the one hand the and Administrative Agent or any holder of any Note on the other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Document or any Other First Lien Agreement hand shall operate as a waiver thereof, nor shall any single or partial exercise of any such rightpower, power right or remedyremedy hereunder, under any other Loan Document or under any Hedging Document, or any abandonment or discontinuance of steps to enforce such a rightpower, power right or remedy, preclude any other or further exercise thereof or the exercise of any other rightpower, power right or remedy. The rights, powers rights and remedies of the Collateral Administrative Agent hereunder and of the other Secured Parties hereunder and under the other Credit Agreement Loan Documents and any Other First Lien Agreements the Hedging Documents, as applicable, 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 Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph subsection (b) of this Section 5.09below, and then such waiver or and 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 Collateral Agent 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 Pledgor Guarantor in any case shall entitle any Pledgor such Guarantor to any other or further notice or demand in similar or other circumstances.. [FORM ATTACHED AS EXHIBIT – DO NOT EXECUTE WITH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT] (b) 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 between the Collateral Agent and the Pledgor or Pledgors Guarantors with respect to which such waiver, amendment or modification is to applyrelates and the Administrative Agent, subject to any with the prior written 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 Required Lenders (and in accordance with) the applicable Other First Lien Agreement, and except as otherwise provided in any applicable Intercreditor the Credit 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). (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 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. (a) The rights, remedies, powers, privileges, and discretion of the Agent hereunder and under applicable Law (herein, the “Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure delay or delay omission by the Collateral Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agent’s Rights and Remedies. No waiver by the Agent of any other rightof the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agent’s Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agent may determine. The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveGuaranteed Obligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Guarantor in any case shall entitle any Pledgor such Guarantor to any other or further notice or demand in the same, similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyeach Guarantor, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by the Collateral Agent Applicable Representative, any Issuing Bank or any other Secured Party in exercising any right, power or remedy hereunder hereunder, under any other Loan Document or under any other Credit Agreement Document or any Other First Lien Agreement 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 Collateral Agent Applicable Representative, any Issuing Bank and the other Secured Parties hereunder and under the other Credit Agreement Loan 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 any Senior Secured Note Indenture or consent to any departure by any Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.10, 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 Other First Lien Senior Secured Note Obligation shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent Applicable Representative, 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 Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit AgreementAgreement and, and after the consent of Intercreditor Effective Date, by each other Authorized Representative if and to the extent required by (and in accordance with) the applicable Other Additional Agreement (as defined in the First Lien Intercreditor Agreement), and except or as otherwise provided in any applicable the First Lien 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. (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 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. (a) No failure or delay by on the Collateral Agent or part of any other Secured Party party hereto in exercising any right, right or power or remedy hereunder or under any other 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 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 and the other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements 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 Pledgor party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09Section, 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 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 Collateral Agent 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 Pledgor party hereto in any case shall entitle any Pledgor 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 Collateral Agent each Representative and the Pledgor or Pledgors with respect to which such waiverPGI, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 on behalf of the Credit AgreementGrantors; provided, however, that this Agreement may be amended from time to time (x) as provided in Sections 2.10 and 2.14 and (y) at the sole request and expense of PGI, and without the consent of each other Authorized Representative if and either Representative, to add, pursuant to the Intercreditor Agreement Joinder, additional Grantors whereupon such Person will be bound by the terms hereof to the same extent required by (as if it had executed and in accordance with) the applicable Other First Lien Agreement, and except delivered this Agreement as otherwise provided in any applicable Intercreditor Agreement. The Collateral Agent may conclusively rely on a certificate of an officer of the Borrower date hereof. Any amendment of this Agreement that is proposed to be effected without the consent of a Representative as to whether any amendment contemplated permitted by this Section 5.09(b) is permitted. (c) Notwithstanding anything the proviso to the contrary contained hereinpreceding sentence shall be submitted to such Representative for its review at least 5 business days (or such shorter period as shall be acceptable to such Representative) prior to the proposed effectiveness of such amendment; provided, the Collateral Agent may grant extensions of time or waivers of the requirement that no prior review shall be required for the creation or perfection joinder of security interests in or the obtaining of insurance (including title insurance) or surveys with respect a Grantor pursuant to particular assets (including extensions beyond the Closing Date for the perfection of security interests a joinder in the assets form 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.Exhibit A.

Waivers; Amendment. (a) No failure or delay by on the Collateral Agent part of any Agent, the Arranger or any other Secured Party Lender in exercising any rightpower, power right or remedy privilege hereunder or under any other Credit Agreement Document shall impair such power, right or any Other First Lien Agreement shall operate as privilege or be construed to be a waiver thereofthereof or of any Default or Event of 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 Collateral Agent and Agents, the other Secured Parties Arranger or the Lenders hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements are cumulative and are not exclusive shall be in addition to and independent of any all powers, rights, powers or privileges and remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.096.02, 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 any Loan or the issuance 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 any Agent, the Collateral Agent Arranger or any other Secured Party Lender may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor in any case shall entitle any 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.5 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. (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 This Agreement shall be construed as a separate agreement with respect to particular assets (including extensions beyond each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the Closing Date for approval of any other Grantor and without affecting the perfection obligations 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 any other Credit Agreement Documents or any Other First Lien AgreementParty hereunder.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Note Document or any Other First Lien 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 Collateral Agent and the other Secured Parties hereunder and under the other Credit Agreement Note Documents and any Other First Lien 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 Pledgor Note Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.095.02, 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 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 Collateral Agent 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 Pledgor Note Party in any case shall entitle any Pledgor Note 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 7.10 of the Credit Note Purchase Agreement, and ; provided that the Collateral Agent (acting at the direction of the Required Purchasers) may consent to a departure by any Grantor from any covenant of each other Authorized Representative if and such Grantor set forth herein to the extent required by (and in accordance with) such departure is consistent 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 authority 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 set forth in the definition 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 term “Collateral and Guarantee Requirement” 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 Note Purchase Agreement.

Waivers; Amendment. (a) No failure or delay by the Trustee, the Collateral Agent or any other Secured Party Holder in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Operative Document or any Other First Lien Agreement 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 Collateral Agent Agent, the Trustee and the other Secured Parties Holders hereunder and under the other Credit Agreement Operative Documents and any Other First Lien 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 any Operative Document or consent to any departure by any Pledgor Note Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.09, 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 purchase of a Loan or the issuance of a Letter of Credit or the incurrence of any Other First Lien Obligation Note shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent or any other Secured Party Holder may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Note Party in any case shall entitle any Pledgor Note 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 Pledgor Note Party or Pledgors Note Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 Article 10 of the Credit Indenture. For avoidance of doubt, no consent of any Holder to any amendment, restatement, supplement, modification, replacement or renewal of this Agreement, and no such consent to any other action to be taken hereunder shall be required, unless such consent is required under 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 terms of the Borrower as to whether any amendment contemplated by this Section 5.09(b) is permittedIndenture. (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 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. (a) No failure or delay by the Applicable Agent, the Collateral Agent Agent, any Issuing Bank or any other Secured Party Lender in exercising any right, power or remedy hereunder or under any other Credit Agreement Loan 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 Agent, any Issuing Bank and the other Secured Parties Lenders hereunder and under the other Credit Agreement Loan 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.08, 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 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 Agent, any Lender or any other Secured Party Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to 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. (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 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. (a) The rights, remedies, powers, privileges, and discretions of the Agent hereunder and under Applicable Law (herein, the “Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No failure delay or delay omission by the Collateral Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any default under any other Secured Party in exercising agreement shall operate as a waiver of any right, power or remedy other default hereunder or under any other Credit Agreement Document or any Other First Lien Agreement shall operate as a waiver thereof, nor shall any agreement. No single or partial exercise of any such rightof the Agent’s Rights or Remedies, power and no express or remedyimplied agreement or transaction of whatever nature entered into between the Agent and any Person, or at any abandonment or discontinuance of steps to enforce such a righttime, power or remedy, shall preclude any the other or further exercise thereof or of the exercise Agent’s Rights and Remedies. No waiver by the Agent of any other rightof the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, power or remedynor shall it be deemed a continuing waiver. The rights, powers Agent’s Rights and remedies Remedies may be exercised at such time or times and in such order of preference as the Agent may determine. The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Collateral Agent and the other Secured Parties hereunder and under the other 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 haveObligations. No waiver of any provision provisions of this Agreement Guaranty or any other Loan Document or consent to any departure by any Pledgor Facility Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.09below, 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 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 Collateral Agent or any other Secured Party may have had notice or knowledge of such Default or Event of Default at the time. No notice to or demand on any Pledgor Facility Guarantor in any case shall entitle any Pledgor Facility Guarantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an a written agreement or agreements in writing entered into by between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to applyFacility Guarantor, subject to any consent required in accordance with Section 9.08 9.02 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. (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 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. (a) No failure or delay by the Collateral Agent or any other Secured Party to exercise, and no delay by any such Person in exercising exercising, any right, remedy, power or remedy privilege hereunder or under any other Credit Agreement Loan Document shall impair such right, remedy, power or any Other First Lien Agreement shall privilege or operate as a waiver thereof, ; nor shall any single or partial exercise of any such right, remedy, 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 of the Collateral Agent privileges herein provided, and the provided under each other Secured Parties hereunder and under the other Credit Agreement Documents and any Other First Lien Agreements Loan Document, are cumulative and are not exclusive independent of any rights, remedies, powers and privileges provided by Law. Any forbearance or remedies that they would otherwise havefailure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such rights, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. No waiver of any provision of this Agreement or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.097.02, 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 any Loan, the issuance of a any Letter of Credit Credit, the provision of any Cash Management Services or the incurrence provision of services under any Other First Lien Obligation Secured Hedge Agreement shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent 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 Pledgor in any case shall entitle any 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 Pledgor Grantor or Pledgors Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.01 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. (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 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. (a) No failure or delay by the Collateral Agent Administrative Agent, or any other Secured Party Lender in exercising any right, remedy, power or remedy privilege hereunder or under any other Secured 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, 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 Collateral Agent and the other Secured Parties hereunder and under the other Secured Credit Agreement Documents and any Other First Lien Agreements 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 Pledgor Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.094.02, 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 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 Collateral Administrative Agent or any other Secured Party Lender or may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Loan Party in any case shall entitle any Pledgor 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 Pledgor Loan Party or Pledgors Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 10.01 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 . This Guaranty shall be construed 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. (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 separate agreement with respect to particular assets (including extensions beyond each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the Closing Date for approval of any other Guarantor and without affecting the perfection obligations 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 any other Credit Agreement Documents or any Other First Lien AgreementGuarantor hereunder.

Waivers; Amendment. (a) No failure or delay by the Collateral Agent Trustee or any other Secured Party Noteholder in exercising any right, right or power or remedy hereunder or under any other Credit Agreement Note 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 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 Trustee and the other Secured Parties Noteholders hereunder and under the other Credit Agreement Note Documents and any Other First Lien 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 Security Agreement or consent to any departure by any Pledgor Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph clause (b) of this Section 5.096.02, 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 or the incurrence of any Other First Lien Obligation Note shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Collateral Agent Trustee or any other Secured Party Noteholder may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Pledgor Grantor in any case shall entitle any Pledgor Grantor to any other or further notice or demand in similar or other circumstances. (b) Neither this Security 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 Trustee and the Pledgor Grantor or Pledgors Grantors, with respect to which such waiver, amendment or modification is to 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 permittedNote Documents. (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 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.