Common use of Amendment or Waiver; etc Clause in Contracts

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity Date or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereof (except to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), not- withstanding the fact that such amendment or modification actually results in such a reduction), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and Credit-Linked Commitments on the Closing Restate ment Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans and Credit-Linked Commitments are included on the Closing Restatement Effective Date), (viv) consent to the assignment or transfer by the Borrowers any Credit Agreement Party of any of their respective its rights and obligations under this Agreement without the consent of each Lender Agreement, or (viivi) amend Section 2.14 the effect of which is to extend the maturity of release any Term Loan without the prior written consent of each Lender directly and adversely affected therebyCredit Agreement Party Guaranty or waive compliance by any Credit Agreement Party with its payment obligations under its Credit Agreement Party Guaranty; provided, further, that no such change, waiver, discharge or termination shall (1p) amend, modify or waive any condition precedent set forth in Section 6 with respect to the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Credit-Linked Commitments, (q) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2r) without the consent of each Issuing Lender affected and Bank Guaranty Issuer thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Bank Guaranties, (s) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (t) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3u) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4v) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 4.01 or 5.02 4.02 (excluding Section 4.02(b)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)altered), (5w) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Restatement Effective Date), (x) except in cases where additional extensions of credit are being af- forded substantially the same treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to Section 1.14 (as in effect on the Restatement Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14; (6y) without the consent of the Supermajority Lenders of the relevant respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6y)), or amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term extensions of Loans and Initial Term Loan Commitments are included on the Closing Restatement Effective Date); and provided further that only ) or (z) without the consent of the Deposit Bank, amend, modify or waive any provision relating to the rights or obligations of the Deposit Bank. Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary for amendments described in clause or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as may be reasonably requested by the first proviso contained U.S. Borrower for legitimate operational reasons (e.g., the transfer of Property from one jurisdiction to another), so long as the Fair Market Value of all Collateral so subject to release (as determined in clause (vigood faith by the U.S. Borrower) of the definition of “Permitted Junior Loansat any time does not exceed $5,000,000.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanRevolving Commitment, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates) or reduce or forgive the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans Revolving Commitments are included on the Closing Date), ) or (vi) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyLender; provided, further, provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of an Issuing Bank or the Majority Lenders Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of each Tranche which is being allocated a lesser prepayment, repayment the such Issuing Bank or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4))Swingline Lender, (5) without the prior written consent of the Majority Lenders of the respective Tranche affected therebySupermajority Lenders, amend change the definition of Majority Lenders the term “Availability” or “Borrowing Base” or any component definition used therein (it being understood thatincluding, with without limitation, the consent definition of “Eligible Accounts”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Required LendersAdministrative Agent to change, additional extensions of credit pursuant establish or eliminate any Reserves or to this Agreement may be included add Accounts and Inventory acquired in a Permitted Acquisition to the determination of the Majority Lenders on substantially the same basis Borrowing Base as the extensions of Term Loans and Commitments are included on the Closing Date) provided herein or (6) without the prior written consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included increase the percentages set forth in the determination term “Borrowing Base” or add any new classes of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loanseligible assets thereto.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note, or reduce the rate or extend the time of payment of interest or fees Fees thereon; except (x) in connection with the waiver of the applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.14, reduce or forgive the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the prior written consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first second proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i) or clause (ix)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of (x) the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all the Security Documents or substantially all of (y) the value of Subsidiary Guarantors under the Guaranty by the Guarantors without the prior written consent of each LenderSubsidiaries Guaranties, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) increase the advance rates applicable to the Borrowing Base over those in effect on the Initial Borrowing Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vii) increase the percentage of the Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(e), (viii) increase the Total Commitment (other than as contemplated by Section 2.14) or (6ix) or increase the Revolving Loan Commitment of any Lender; provided further, that no such change, waiver, discharge or termination shall (1) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 1 or alter its rights or obligations with respect to Letters of Credit, (2) without the consent of the Supermajority Lenders of Swingline Lender, alter the relevant TrancheSwingline Lender’s rights or obligations with respect to Swingline Loans, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis 3) without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required LendersAdministrative Agent, additional extensions amend, modify or waive any provision of credit pursuant Section 12 or any other provision as same relates to this Agreement may be included in the determination rights or obligations of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only Administrative Agent, or (4) without the consent of Collateral Agent, amend, modify or waive any provision relating to the Administrative Agent shall be necessary for amendments described in clause (y) rights or obligations of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansCollateral Agent.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing First Restatement Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing First Restatement Effective Date), (vi) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing First Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing First Restatement Effective Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing First Restatement Effective Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated herebySubject to Section 2.15, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged changed or terminated waived unless such change, waiver, discharge change or termination waiver is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Aleris (other than the U.S. Borrowers, the European Borrower, the U.K. Guarantor, and the Canadian Borrower) may be released from, this Agreement, the Guaranty Agreement Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such changechange or waiver shall, waiver, discharge or termination shall (i) without the prior written consent of each Lender (other than a Defaulting Lender) (or in the case of clause (i), each Lender with Obligations being directly and adversely affected therebyaffected), (i) except to the extent provided in Section 4.04, extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Term LoanLoan or Note, extend the duration of any Interest Period for a Euro Rate Loan or an Other Foreign Currency Denominated Loan beyond six months or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all the Security Documents or all or substantially all of the value of Guaranties (except as expressly provided in the Guaranty by Credit Documents) under this Agreement and the Guarantors without the prior written consent of each Lenderother Credit Documents, (iviii) amend, modify or waive Section 13.06 or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender or Supermajority Lenders (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may shall be included in the determination of the Required Lenders, as applicable, Lenders and Supermajority Lenders on substantially the same basis as the extensions of Initial Term Loans Commitments are included on the Closing Date), or (viv) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge change or termination waiver shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 3, or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document this Agreement as the same relates to the rights or obligations of such the Administrative Agent, (34) without the consent of Collateral the Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected therebyeach Swingline Lender, amend the definition of Majority Lenders (it being understood thatalter its rights or obligations with respect to Swingline Loans, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders Syndication Agent, the Co-Collateral Agents, either Co-Documentation Agent, or the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights or obligations of the relevant Tranche, reduce the amount of or extend the date ofSyndication Agent, any Scheduled Repayment Co-Collateral Agent, either Co-Documentation Agent or the Joint Lead Arrangers, as the case may be, (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis 7) without the consent otherwise required by this clause (6))of the Supermajority Lenders, or amend the definition of “Supermajority Lenders” U.S. Borrowing Base, Canadian Borrowing Base or European Borrowing Base (it being understood thator any defined terms as used therein) as such definitions are set forth herein on the Closing Date (or as same may be amended from time to time pursuant to this clause (7)) in a manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent, with or (8) without the consent of the Required Supermajority Lenders, additional extensions increase the percentage of credit the Borrowing Base for which Agent Advances may be made pursuant to this Agreement Section 2.01(e). Notwithstanding the foregoing, Schedules XVI, XVII and XVIII may be included amended by the Co-Collateral Agents in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “their Permitted Junior LoansDiscretion.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) ), or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanRevolving Commitment, or reduce the rate or extend the time of payment of interest or fees thereon; thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates) or reduce or forgive the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty Guaranties by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of “Required Lenders Lenders” or “Supermajority Lenders” without the prior written consent of each Lender (it being understood that that, without the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans Revolving Commitments are included on the Closing Date), (vi) [reserved] or (vii) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyLender; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section Article 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of an Issuing Bank or the Majority Lenders Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of each Tranche which is being allocated a lesser prepaymentsuch Issuing Bank or Swingline Lender, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the prior written consent of the Supermajority Lenders of the relevant TrancheLenders, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend change the definition of the term “Supermajority LendersBorrowing Base” or any component definition used therein (it being understood thatincluding, with without limitation, the consent definitions of “Eligible Accounts,” “Eligible Cash,” “Eligible Fleet Inventory,” “Eligible Inventory,” or “Eligible Parts Inventory”) if, as a result thereof, the Required Lendersamounts available to be borrowed by the Borrower would be increased, additional extensions or increase the percentages set forth therein or add any new classes of credit pursuant to this Agreement may be included in eligible assets thereto; provided that the determination foregoing shall not limit the discretion of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in clause (y) of a Permitted Acquisition to the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansBorrowing Base as provided herein.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and schedules and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Guaranty and Collateral Agreement and the other Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or amend Section 2.09 to permit the Borrower to select Interest Periods for any Loans in excess of six months at any time when such longer Interest Periods is not available to all Lenders, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.12(a12.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Commitments and the Loans on the Closing Effective Date), in each case, without (iv) release all or substantially all of the prior written consent aggregate value of each Lender directly and adversely affected therebythe Subsidiaries Guaranty, (v) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Commitments and/or Loans are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 11 or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of such Agent, the Administrative Agent or (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties respective Obligor party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, or reduce the rate of interest or fees or extend the time of payment of interest or fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the definitions of "Leverage Ratio" and "Reduction Discount" set forth in this Agreement or to Section 1.02 may not result in a reduction in any rate of interest or fees thereon; except in connection with for the waiver purposes of this clause (i) without the applicability consent of any post-default increase in interest rateseach Lender), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without (except as expressly provided in the prior written consent of each LenderLoan Documents) under all the Collateral Documents, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby10.05, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Agent, amend, modify or waive any provision of Section 12 Article 7 or any other provision of any Credit Document as the same relates to the rights or obligations of such the Agent, (3) without the consent of Collateral Agentthe Swingline Lender, amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loans (including, without limitation, the obligations of the Collateral Agentother RL Lenders to fund Mandatory Borrowings), (4) without the consent of each LC Issuing Bank, amend, modify or waive any provision of Section 2.16 or alter its rights or obligations with respect to Letters of Credit, (5) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect on the Closing Dateeffect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductionreductions), as between the various Tranches, Tranches pursuant to Section 5.01 2.10 or 5.02 2.11 (excluding Sections 2.10(b) and (c)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, reduction so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Datealtered) or (6) without the consent of the Supermajority Lenders of the relevant respective Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially or waive or decrease the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) amount of the first proviso contained in clause (vi) any Scheduled Repayment of the definition of “Permitted Junior Loanssuch affected Tranche.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity Date or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereof (except to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and Credit-Linked Commitments on the Closing Restatement Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans and Credit-Linked Commitments are included on the Closing Restatement Effective Date), (viv) consent to the assignment or transfer by the Borrowers any Credit Agreement Party of any of their respective its rights and obligations under this Agreement without the consent of each Lender Agreement, or (viivi) amend Section 2.14 the effect of which is to extend the maturity of release any Term Loan without the prior written consent of each Lender directly and adversely affected therebyCredit Agreement Party Guaranty or waive compliance by any Credit Agreement Party with its payment obligations under its Credit Agreement Party Guaranty; provided, further, that no such change, waiver, discharge or termination shall (1p) amend, modify or waive any condition precedent set forth in Section 6 with respect to the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Credit-Linked Commitments, (q) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2r) without the consent of each Issuing Lender affected and Bank Guaranty Issuer thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Bank Guaranties, (s) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (t) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3u) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4v) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 4.01 or 5.02 4.02 (excluding Section 4.02(b)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)altered), (5w) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Restatement Effective Date), (x) except in cases where additional extensions of credit are being afforded substantially the same treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to Section 1.14 (as in effect on the Restatement Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14; (6y) without the consent of the Supermajority Lenders of the relevant respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6y)), or amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term extensions of Loans and Initial Term Loan Commitments are included on the Closing Restatement Effective Date); and provided further that only ) or (z) without the consent of (A) the Deposit Bank, amend, modify or waive any provision relating to the rights or obligations of the Deposit Bank or (B) the Intermediate Holdco Paying Agent, amend, modify or waive any provision relating to the rights or obligations of the Intermediate Holdco Paying Agent. Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary for amendments described in clause or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as may be reasonably requested by the first proviso contained U.S. Borrower for legitimate operational reasons (e.g., the transfer of Property from one jurisdiction to another), so long as the Fair Market Value of all Collateral so subject to release (as determined in clause (vigood faith by the U.S. Borrower) of the definition of “Permitted Junior Loansat any time does not exceed $5,000,000.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Guaranty Borrower may be released from, the Guarantee and Collateral Agreement and the other Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders); provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender directly and adversely affected thereby, Lender (but not the Required Lenders) (i) extend the final scheduled maturity of any Term Loan, Loan or Note or extend the stated expiration date of any Letter of Credit beyond the applicable Maturity Date of such Lender holding such Loan or Note or (ii) reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (iior forgive) except as otherwise expressly provided in the Security Documentsprincipal amount thereof of such Lender holding such Loan or Note; provided, further, that no such change, waiver, discharge or termination shall, without the consent of each Lender (i) release all or substantially all of the Collateral without under all the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release Security Documents or all or substantially all of the value of the Guaranty guarantees provided by the Subsidiary Guarantors without under the prior written consent of each LenderSecurity Documents (except as expressly provided in the Credit Documents), (ivii) amend, modify or waive any provision of this Section 13.12(a13.10(a) or Section 13.06 which would result in the reduction of the voting thresholds specified herein (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Loan Commitments on the Closing DateDate or as otherwise provided herein), in each case, without the prior written consent of each Lender directly and adversely affected thereby, or (viii) reduce the percentage “majority” voting threshold specified in the definition of “Required Lenders without the prior written consent of each Lender Lenders” or “Required Revolving Lenders” (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans Revolving Loan Commitments are included on the Closing Date)) or change any other provision hereof specifying the number or percentage of Lenders required to waive, (vi) amend or modify any rights hereunder or make any determination or grant any consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement hereunder, without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyLender; provided, further, that no such change, waiver, discharge or termination shall (1i) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment or commitment reduction of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2ii) without the consent of each Agent Issuing Lender, amend, modify or waive any provision of Section 3 (as applies to such Issuing Lender) or adversely affected therebyalter its rights or obligations with respect to Letters of Credit issued by it under this Agreement, (iii) without the consent of the Swingline Lender, adversely alter the Swingline Lender’s rights or obligations with respect to Swingline Loans under this Agreement, (iv) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (3v) without the consent of Collateral AgentTrustee, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered Trustee and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5vi) without the consent of the Majority Lenders of the respective Tranche Class affected thereby, amend the definition of “Majority Lenders Lenders” to reduce the voting threshold (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release (x) all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under the Security Documents or (y) all or substantially all of the value of Guarantors from the Guaranty by from their guarantee obligations under the Guarantors without the prior written consent of each LenderGuaranty, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, the Administrative Agent or (35) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the U.S. Borrower may be released from, any Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note (other than by amending clause (c) of the definition of “Maturity Date”) or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereof (except to the extent paid in cash), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release all ) under any Security Document or substantially all alter the relative priority of the value of the Guaranty by the Guarantors without the prior written consent of each LenderLiens, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Effective Date), (viv) consent to the assignment or transfer by the Borrowers any Credit Agreement Party of any of their respective its rights and obligations under this Agreement without the consent of each Lender Agreement, or (viivi) amend Section 2.14 release the effect of which is to extend Holdings Guaranty, the maturity of U.S. Borrower’s Guaranty or any Term Loan without the prior written consent of each Lender directly and adversely affected therebySubsidiaries Guaranty; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect on the Closing Dateeffect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section Sections 5.01 or 5.02 (excluding Section 5.02(b)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)altered), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Effective Date) ), or (6) without the consent of the Supermajority Lenders of the relevant respective Tranche, reduce the amount of or extend the date of, any Tranche A Term Loan Scheduled Repayment, Tranche B Term Loan Scheduled Repayment, Tranche C Term Loan Scheduled Repayment or Incremental Term Loan Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term extensions of Loans and Initial Term Loan Commitments are included on the Closing Effective Date); and provided further that only . Notwithstanding anything to the consent contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be necessary for permitted to enter into such amendments described and/or modifications (i) as specified in clause Section 6.26(c) and (yii) to the Foreign Security Documents which may be required in the discretion of the first proviso contained Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in clause (vi) the judgment of the definition Collateral Agent, required by applicable law, in the interests of “Permitted Junior Loansthe Secured Creditors or necessary or, in the reasonable opinion of the Collateral Agent, advisable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall -------- shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled Final Scheduled Maturity Dates of or extend the stated maturity of any Term LoanLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees Fees thereon; , or reduce the principal amount thereof (except to the extent repaid in connection with the waiver of the applicability of any post-default increase in interest ratescash), (ii) except as otherwise expressly provided in release (x) the Security Documents, release Guarantee of Holdings or a Subsidiary Guarantor or (y) all or substantially all of the Collateral without (except as expressly provided in the prior written consent of each LenderSecurity Documents in connection with a sale otherwise permitted hereby), (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby13.12, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender Banks (it being understood that that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Banks on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower or Holdings of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or -------- ------- termination shall (1u) increase the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase of in the Commitment of such LenderBank), (2v) without the consent of each Agent adversely affected therebyBTCo, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Administrative Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Administrative Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders Supermajority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below (or without the consent of the Supermajority Banks of each Tranche in the case of an amendment to the definition of Supermajority Banks), amend the definition of Supermajority Banks or alter the required application of any prepayments or repayments (or commitment reductionreductions), as between the various Tranches, pursuant to Section 5.01 4.01 or 5.02 4.02 (excluding Sections 4.02(c) and (d)) (although (x) the Required Lenders Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Datealtered) or (6z) without the consent of the Supermajority Lenders Banks of the relevant respective Tranche, reduce the amount of amend, modify or extend the date of, waive any Tranche A Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such or Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansB Scheduled Repayment.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders Banks, provided that (although additional parties A) the various Collateral Documents may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents amended in accordance with the relevant provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent governing amendments (which shall be consistent with the written consent of Collateral Documents as amended pursuant to the Required Lenders; amendments required pursuant to Section 4 hereof) and (B) except as provided that in proceeding clause (A), no such change, waiver, discharge or termination shall shall, without the consent of each Bank (other than a Defaulting Bank) with Obligations being directly modified, (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note, or reduce the rate or extend the time of payment of interest or fees Fees thereon; , or reduce the principal amount thereof (except to the extent repaid in connection with the waiver of the applicability of any post-default increase in interest ratescash), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without (except as expressly provided in the prior written consent of each LenderCollateral Documents) under all the Collateral Documents, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 12.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Datecredit), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender Banks (it being understood that that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Banks on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1x) increase the Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such LenderBank), (2y) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated herebyotherwise set forth in this Agreement or any other Credit Document, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), the Guaranty Credit Party Guarantee, the Intercreditor Agreement and or the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders); provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity Maturity Date of any Term LoanRevolving Commitment or increase the Revolving Commitments of any Lender over the amount thereof then in effect, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with Fees thereon or reduce or forgive the waiver principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the applicability time of payment of interest or Fees thereon of any post-default increase in interest ratesLender), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by Credit Party Guarantee without the Guarantors prior written consent of each Lender or, except as otherwise expressly provided herein or in the Credit Documents or release any Borrower with respect to whom any Credit Extension is then outstanding, without the prior written consent of each Lender, (iv) reduce the amount of, or extend the payment for, any required mandatory prepayments of principal hereunder (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default, Cash Dominion Periods (or the thresholds or time periods for entering or exiting a Cash Dominion Period) shall not constitute reduction or extension of the time of payment of such principal) without the prior written consent of each Lender directly affected thereby, (v) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 10.11, or any provision of this Section 13.12(a12.10(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Commitments on the Closing DateDate and amendments to effect the provisions of Sections 2.15, 2.19 or 2.21 (including amendments of Section 12.10(a) to add Class votes for the benefit of any Incremental FILO Facility)), in each case, without the prior written consent of each Lender directly and adversely affected therebyLender, (vvi) reduce the percentage specified in the definition definitions of “Required Lenders Lenders” or “Supermajority Lenders” without the prior written consent of each Lender (it being understood that that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans Revolving Commitments are included on the Closing Date), (vivii) reduce the percentage specified in the definition of “North American Minimum Requirement” without the prior written consent of each Lender, (viii) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (viiix) amend Section 2.14 contractually subordinate the effect of which is to extend the maturity of any Term Loan Obligations without the prior written consent of each Lender directly and adversely affected therebyLender; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 11 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (32) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (43) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the Majority Lenders rights or obligations of each Tranche which is being allocated a lesser prepaymentthe such Issuing Bank or such Swingline Lender, repayment or commitment reduction(4) without the prior written consent of the Supermajority Lenders, alter change the required application definition of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a terms “prepaymentU.S. Borrowing Base,” “Canadian Borrowing Base,” “Dutch Borrowing Base” or “repaymentBorrowing Base” for purposes or any component definition used therein (including, without limitation, the definitions of this clause (4))“Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Insured and Letter of Credit Backed Accounts”, “Eligible Inventory”, “Eligible Equipment” and “Eligible Fee-Owned Real Estate”) if, as a result of such change, the amounts available to be borrowed by the Borrowers would be increased or add any new classes of eligible assets thereto; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein or (5) without the prior written consent of each Lender, increase the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included percentages set forth in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans terms “Canadian Borrowing Base,” “Dutch Borrowing Base” and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansU.S. Borrowing Base”.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders and acknowledged by the Administrative Agent (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.14) or reduce or forgive the principal amount thereof (it being understood that this clause (i) shall not include the waiver of any mandatory prepayment requirements), (ii) except as otherwise expressly provided in the Security Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender directly and adversely affected thereby (it being understood that that, with the prior written consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or Lender, (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Term Loan Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), ) or (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated herebySubject to Section 2.15, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged changed or terminated waived unless such change, waiver, discharge change or termination waiver is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Aleris (other than the U.S. Borrowers, the European Borrower, the U.K. Guarantor, and the Canadian Borrower) may be released from, this Agreement, the Guaranty Agreement Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such changechange or waiver shall, waiver, discharge or termination shall (i) without the prior written consent of each Lender (other than a Defaulting Lender) (or in the case of clause (i), each Lender with Obligations being directly and adversely affected therebyaffected, including, without limitation, any Defaulting Lender with Obligations being directly affected), (i) except to the extent provided in Section 4.04, extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Term LoanLoan or Note, extend the duration of any Interest Period for a Euro Rate Loan or an Other Foreign Currency Denominated Loan beyond six months or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all the Security Documents or all or substantially all of the value of Guaranties (except as expressly provided in the Guaranty by Credit Documents) under this Agreement and the Guarantors without the prior written consent of each Lenderother Credit Documents, (iviii) amend, modify or waive Section 13.06 or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender or Supermajority Lenders (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may shall be included in the determination of the Required Lenders, as applicable, Lenders and Supermajority Lenders on substantially the same basis as the extensions of Initial Term Loans Commitments are included on the Closing Date), or (viv) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge change or termination waiver shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 3, or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document this Agreement as the same relates to the rights or obligations of such the Administrative Agent, (34) without the consent of Collateral the Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected therebyeach Swingline Lender, amend the definition of Majority Lenders (it being understood thatalter its rights or obligations with respect to Swingline Loans, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders Syndication Agent, the Co-Collateral Agents, either Co-Documentation Agent, or the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights or obligations of the relevant Tranche, reduce the amount of or extend the date ofSyndication Agent, any Scheduled Repayment Co-Collateral Agent, either Co-Documentation Agent or the Joint Lead Arrangers, as the case may be, (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis 7) without the consent otherwise required by this clause (6))of the Supermajority Lenders, or amend the definition of “Supermajority Lenders” U.S. Borrowing Base, Canadian Borrowing Base or European Borrowing Base (it being understood thator any defined terms as used therein) as such definitions are set forth herein on the Closing Date (or as same may be amended from time to time pursuant to this clause (7)) in a manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent, with or (8) without the consent of the Required Supermajority Lenders, additional extensions increase the percentage of credit the Borrowing Base for which Agent Advances may be made pursuant to this Agreement Section 2.01(e). Notwithstanding the foregoing, Schedules XVI, XVII and XVIII may be included amended by the Co-Collateral Agents in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “their Permitted Junior LoansDiscretion.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and schedules and annexes may be modified to reflect such additions) ), and Subsidiaries of the Guaranty Agreement and Borrower may be released from, the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (with Obligations being directly and adversely affected therebyin the case of following clause (a)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.12(a11.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Commitments and the Loans on the Closing Effective Date), in each case, without (iv) release the prior written consent Holdings Guaranty or release all or substantially all of each Lender directly and adversely affected therebythe aggregate value of the Subsidiaries Guaranties, (v) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without or the prior written consent “supermajority” voting threshold specified in the definition of each Lender Supermajority Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders and the Supermajority Lenders on substantially the same basis as the extensions of Initial Term Commitments and/or Loans are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by Holdings or the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, Agent or (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders Lenders, amend, modify or waive the definition of Permitted Debt, clause (iii) of the relevant Trancheproviso contained in the first sentence of Section 2.11(a), reduce the amount of Section 8.04, Section 8A(b) or extend the date ofSection 8A(c), any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by in each case under this clause (6))4) in a manner such that such definition, proviso, or amend the definition of “Supermajority Lenders” (it being understood thatSection, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans case may be, would be less restrictive to Holdings and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loansits Subsidiaries.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders and acknowledged by the Administrative Agent (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.14) or reduce or forgive the principal amount thereof (it being understood that this clause (i) shall not include the waiver of any mandatory prepayment requirements), (ii) except as otherwise expressly provided in the Security Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Revolving Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender directly and adversely affected thereby (it being understood that that, with the prior written consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or Lender, (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, Agent or (35) without the consent of Collateral Agent (or in the case of any Credit Document relating to Mortgaged Property, the Real Property Collateral Agent), amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, Agent (4) except or in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application case of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant Credit Document relating to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given TrancheMortgaged Property, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6Real Property Collateral Agent)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated herebySubject to the provisions of following clause (c), neither this Agreement nor any other Credit Bridge Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, thereto and the Required Lenders (or the Administrative Agent at the direction of or with the consent of the Required Lenders) (except that the Administrative Agent and the Required Lenders (although additional parties Borrower may be added enter into any amendment of any Bridge Loan Document in order to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof correct any immaterial technical error therein without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates(other than a Defaulting Lender), (iii) except as otherwise expressly provided in the Security Documents, release all or substantially all of (x) the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Bridge Loan Documents, release ) under all the Security Documents or substantially all of (y) the value of guarantees under the Guaranty by the Guarantors without the prior written consent of each Lenderand Collateral Agreement, (ivii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 14.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viii) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Effective Date), ) or (viiv) consent to the assignment or transfer by Holdings or the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) without the consent of each Lender with Obligations being directly modified, extend the final scheduled maturity of any Loan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof, (2) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (23) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 13 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, the Administrative Agent or (34) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, or extend the stated maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees, or reduce the principal amount thereof (except to the extent repaid in connection with the waiver cash), or reduce any reimbursement obligations under any Letter of the applicability of any post-default increase in interest ratesCredit, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without Subsidiary Guarantors from the prior written consent Subsidiaries Guaranty (except in connection with a sale of each Lendersuch Subsidiary Guarantor in accordance with the terms of this Agreement), (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender Agreement, except mergers and/or consolidations involving one or more Borrowers and another Person (viinot already a Borrower or a Subsidiary thereof) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without shall be permitted with the prior written consent of each Lender directly the Required Lenders, provided that the survivor of such merger or consolidation (to the extent not a Borrower) is organized under the laws of the United States or a State thereof and adversely affected therebyexecutes and delivers to the Administrative Agent agreements in form and substance satisfactory to the Agents and providing for the assumption by such Person of the obligations of the respective Borrower or Borrowers under this Agreement and the Notes; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Supermajority Lenders, amend, modify or waive any provision of decrease the percentage set forth in Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, 9.07 (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment ) or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Supermajority Lenders (it being understood that, pursuant to Section 1.14 or with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche case may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lendersbe, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Revolving Loan Commitments are included on the Closing Effective Date); and provided further that only ) without the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause Supermajority Lenders, (vi3) without the consent of the definition respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of “Permitted Junior LoansSection 2 with respect to Letters of Credit issued by it (or Acceptances created thereunder) or alter its rights or obligations with respect to Letters of Credit or Acceptances, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the one year anniversary of the Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, ) under all the Security Documents or release of all or of substantially all of the aggregate value of the Guaranty by of all of the Guarantors without (except as expressly provided in the prior written consent of each LenderCredit Documents), (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the 105 extensions of Initial Term Loans Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower or Magellan of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document this Agreement as the same relates to the rights or obligations of such the Administrative Agent, or (35) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither a)Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or theretoBorrower, and approved by the Administrative Agent Ministry of Finance to the extent required by Colombian public indebtedness regulations, and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall shall, without the consent of all the parties hereto (i) without extend any scheduled date of payment or the prior written consent of each Lender directly and adversely affected therebyMaturity Date, extend the final scheduled maturity expiration date of any Term Loanthe Availability Period, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the (other than as a result of any waiver of the applicability of any post-default Default increase in interest rates) thereon, or reduce the fees payable hereunder or principal amount of the Loan, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a11.06, (iii) amend or modify the definition of Required Lenders, (iv) amend or modify Section 13.06 (except for technical amendments with respect to additional extensions 3.03 in a manner that would alter the pro rata sharing of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected payments required thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement any Loan Document (except in accordance with the terms hereof), (vi) change Section 3.03(b) or 3.03(c) in a manner that would alter the pro rata sharing of payments required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby, (vii) change the payment currency of any amount payable under this Agreement, or (viii) amend, modify or waive any provision of Section 5; provided, provided further, that no such change, waiver, discharge or termination shall (1x) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in Lender without the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment written consent of such Lender), or (2y) without the written consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 as same applies to the Administrative Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent. For the avoidance of doubt, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations prior approval of the Collateral Agent, (4) except ​ Borrower and the Ministry of Finance will not be required in cases where additional extensions connection with the implementation of term loans are being afforded substantially the same treatment afforded to the Term Loans any Conforming Changes unless required pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansColombian public indebtedness regulations.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders Banks (although except that additional parties may be added to (the various Guaranties and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof thereof, without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; Banks), provided that no such change, waiver, discharge or termination shall shall, without the consent of each Bank (other than a Defaulting Bank) with Obligations being directly modified, (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees Fees thereon; , or reduce the principal amount thereof (except to the extent repaid in connection with the waiver of the applicability of any post-default increase in interest ratescash), (ii) except as otherwise expressly release or terminate any Guaranty provided in the Security Documentsby any of Holdings, Adience, Newco or Xxxxxxxx or (iii) release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Datecredit), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender Banks (it being understood that that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Banks on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Closing Original Effective Date (or, in the case of Adience A Term Loans, Adience B-2 Term Loans and Adience C Term Loans, the Restatement Effective Date), ) or (vi) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1t) without the consent of BTCo, amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loans or Sterling Swingline Loans, as the case may be (including, without limitation, the obligations of other Banks with Revolving Loan Commitments to fund Mandatory Borrowings or Mandatory Sterling Borrowings, as the case may be), (u) increase the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase of the Commitment of such LenderBank), (2v) without the consent of each Agent adversely affected therebyIssuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect on the Closing Dateeffect, without the consent of the Majority Lenders Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reductionreductions), as between the various Tranches, pursuant to Section 5.01 4.01 or 5.02 4.02 (excluding Section 4.02(b)) (although (x) the Required Lenders Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Datealtered) or (6z) without the consent of the Supermajority Lenders Banks of the relevant respective Tranche, reduce waive, or decrease the amount of of, any Adience B Scheduled Repayment, Adience A Scheduled Repayment, Adience B-2 Scheduled Repayment, Adience C Scheduled Repayment, Newco A Scheduled Repayment or Newco B Scheduled Repayment or extend the date of, any on which the respective Scheduled Repayment (except that, if additional Term Loans are made pursuant is required to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loansmade.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except (x) in connection with the waiver of the applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.14) or reduce or forgive the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender directly and adversely affected thereby (it being understood that that, with the prior written consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first second proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or fees thereon; except in connection with the waiver for purposes of the applicability of any post-default increase in interest ratesthis clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without (except as expressly provided in the prior written consent of each LenderSecurity Documents) under all the Security Documents, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1u) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2v) without the consent of each Agent adversely affected therebyLetter of Credit Issuer or BTCo as the case may be, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect on the Closing Dateeffect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 4.01(a) or 5.02 4.02 (excluding Sections 4.02(b) and 4.02(c)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Datealtered) or (6z) without the consent of the Supermajority Lenders of the relevant respective Tranche, reduce the amount of of, or extend the date of, any Tranche A Scheduled Repayment (except thator Tranche B Scheduled Repayment, if additional Term Loans are made pursuant to a given Tranche, as the scheduled repayments of such Tranche case may be increased on a proportionate basis without the consent otherwise required by this clause (6))be, or amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial extensions of Term Loans and Initial Term Revolving Loan Commitments are included on the Closing Effective Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; provided , PROVIDED that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) except as otherwise expressly provided in the Security Documents, release (x) all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Security Documents, release ) under all the Security Documents or (y) all or substantially all of the value of Guarantors from the Guaranty by the Guarantors without the prior written consent of each LenderSubsidiaries Guaranty, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) amend or modify Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, or (vi) consent to the assignment or transfer by the Borrowers any Credit Agreement Party of any of their respective its rights and obligations under this Agreement without or any other Credit Document (except in accordance with the consent of each Lender or (viiterms hereof) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1t) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any 162 Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2u) without the consent of each Agent adversely affected therebyLetter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the a relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6x)), or (y) amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term extensions of Loans and Initial Term Loan Commitments are included on the Closing Effective Date); ) and provided further that only (z) without the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the definition of “Permitted Junior LoansCollateral Agent.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or Banks (or, in the Administrative Agent with the written consent case of the Required Lenders; Subsidiaries Guaranty, the Designated Onex Sub Guaranty and the Security Documents, as otherwise provided in such Credit Documents), provided that no such change, waiver, discharge or termination shall shall, without the consent of each Bank (with Obligations being directly affected thereby in the case of following clause (i)), (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or any Note, or reduce the rate or extend the time of payment of interest or fees Fees thereon; , or reduce the principal amount thereof (except to the extent repaid in connection with the waiver of the applicability of any post-default increase in interest ratescash), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents) under all the Security Documents, (iii) release all or substantially all of SCIS from its obligations under the value of the Guaranty by the Guarantors without the prior written consent of each LenderSCIS Guaranty, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby11.12, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender Banks (it being understood that that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Banks on substantially the same basis as the extensions of Initial Term outstanding Loans are included on the Closing Date), ) or (vi) consent to the assignment or transfer by the Borrowers SCIS or Caterair of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyexcept as otherwise expressly permitted under this Agreement); provided, provided further, that no such change, waiver, discharge or termination shall (1x) increase the Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2y) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 10 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, Agent or (3z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither No amendment or waiver of any provision of this Agreement nor or any other Credit Document nor Loan Document, and no consent with respect to any terms hereof or thereof may departure by any Loan Party therefrom, shall be changed, waived, discharged or terminated effective unless such change, waiver, discharge or termination is the same shall be in writing and signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or by the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may ) and the Borrower and then such waiver shall be included effective only in the determination of specific instance and for the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without specific purpose for which given; provided, however, that only the consent of the Supermajority Lenders of directly and adversely affected thereby (or by the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, Administrative Agent with the consent of all the Lenders directly and adversely affected thereby) and of the Borrower shall be required to do any of the following: (i) increase or extend the Commitment of such Lender (or reinstate any Commitment terminated pursuant to Section 10.02(a)); (ii) postpone or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest (other than default interest), fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders); (iii) reduce the principal of, additional extensions or (except as set forth in Section 2.11(f)) the rate of credit pursuant to this Agreement may be included in the determination interest specified herein (it being agreed that waiver or reduction of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that default interest margin shall only require the consent of Required Lenders) or the Administrative Agent amount of interest payable in cash specified herein on any Loan, or of any fees or other amounts payable hereunder or under any other Loan Document; (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be necessary required for amendments described the Lenders or any of them to take any action hereunder; (v) reduce the voting thresholds in clause (y) this Section 12.12 or the definition of the first proviso contained in clause Required Lenders or any provision providing for consent or other action by all Lenders; (vi) discharge any Loan Party from its respective payment Obligations under the Loan Documents (other than in connection with any release of the definition of “Permitted Junior Loans.”any Loan Party #4848-1207-1386 172

Amendment or Waiver; etc. (a) Except as expressly contemplated herebyprovided in Section 2.11(a), neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit respective Loan Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Guaranty Agreement Borrower may be released from, the Guarantee and the Security Documents without the consent of the Required Lenders or all of the Lenders, as set forth below, in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lendersthat otherwise permit such release); provided that no such change, waiver, discharge or termination shall shall, without the consent of each Lender, (i) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under all the Security Documents or this Agreement, respectively (other than as permitted under the Loan Documents), or (ii) reduce or increase the “majority” voting threshold specified in the definition of “Required Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date); provided further that no such change, waiver, discharge or termination shall, without the prior written consent of each Lender directly and adversely affected therebythereby (other than, except with respect to following clause (i), a Defaulting Lender) (i)(x) extend the final scheduled maturity of any Term Loan, Loan or Note or extend the stated expiration date of any Letter of Credit beyond the 2018 Revolving Loan Maturity Date or (y) reduce the rate or extend the time of payment of interest interest, premium or fees thereon; Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement, to Section 1.5(a) or pursuant to the terms of Section 2.11(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)) or of any scheduled repayment of the Term Loans, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive the pro rata requirement provisions of Section 13.6, any provision of Section 11.4 or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and the Revolving Loan Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (viiiii) amend Section 2.14 or modify the effect of currency in which any Commitment, Loan or Note is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebydenominated; provided, further, provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit or in its capacity as an Issuing Lender, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (34) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without reduce or increase the consent of the Majority Lenders of the respective Tranche affected thereby, amend percentage contained in the definition of Majority Lenders (it being understood that, with the term “Required Revolving Lenders” without the prior written consent of each Lender under the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) applicable Revolving Facility or (6) without amend, modify or waive this Agreement or the consent Security Documents so as to alter the ratable treatment of Obligations arising under the Supermajority Lenders of the relevant Tranche, reduce the amount of Loan Documents and Obligations arising under Swap Agreements or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority LendersSpecified Swap Agreement,” “Qualified Counterparty,” “Swap Agreement,” “Obligations,” or “Secured Obligations” (it being understood that, as defined in any applicable Security Document) in each case in a manner adverse to any Qualified Counterparty with Obligations then outstanding without the written consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loansany such Qualified Counterparty.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of each Borrower may be released from, the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.12(a14.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement (including Incremental Loans) which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may (including Incremental Loans) shall be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Holdings, Parent, or any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 12 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 13 or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (34) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (45) except in cases where additional extensions of term loans (including Incremental Loans) and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as in effect on the Closing Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 6.02(h) (although (x) it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)altered), (56) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, that additional extensions of credit pursuant to this Agreement may (including Incremental Loans) shall be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Effective Date) or ), (67) without the written consent of the Supermajority Majority Lenders with Revolving Loans and/or Revolving Commitments, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans or the relevant Trancheissuance of Letters of Credit, or (8) reduce the amount of of, or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions a majority of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial holding Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”. 162

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date or extend the duration of any Interest Period for a Eurodollar Loan beyond six months, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereof (except to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or in Section 13.07 shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents) under all the Security Documents, (iii) release all or substantially all of the value of Subsidiary Guarantors (except as expressly provided in the Guaranty by Credit Document) under the Guarantors without the prior written consent of each LenderSubsidiaries Guaranty, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Loan Commitments and the Credit-Linked Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans Revolving Loan Commitments and Credit-Linked Commitments are included on the Closing Effective Date), or (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, further, that no such change, waiver, discharge or termination shall (1v) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the any Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the in such Commitment of such Lender), (2w) without the consent of each Agent adversely Issuing Lender affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent and/or the Deposit Bank, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent and/or the Deposit Bank or any other provision of any Credit Document as the same relates to the rights or obligations of such Agentthe Administrative Agent and/or the Deposit Bank, or (3z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender directly and adversely affected thereby, Lender (but not the Required Lenders) (i) extend the final scheduled maturity of any Term Loan, Loan or Term Note beyond the applicable Maturity Date of such Lender holding such Term Loan or Term Note or (ii) reduce the rate or extend the time of payment of interest or fees thereon; thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (iior forgive) except as otherwise expressly provided in the Security Documentsprincipal amount thereof of such Lender holding such Term Loan or Term Note; provided, further, that no such change, waiver, discharge or termination shall, without the consent of each Lender (i) release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender), (ivii) amend, modify or waive any provision of this Section 13.12(a13.10(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford would result in the protections to such additional extensions of credit reduction of the type provided to the Initial Term Loans on the Closing Date)voting thresholds specified herein, in each case, without the prior written consent of each Lender directly and adversely affected thereby, or (viii) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the “Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment ” or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby“Required Revolving Lenders”; provided, further, that no such change, waiver, discharge or termination shall (1i) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment or commitment reduction of Term Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), ) and (2ii) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansAgent.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanRevolving Commitment, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) [reserved], (v) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (vvi) reduce the percentage specified in the definition of “Required Lenders Lenders” or “Supermajority Lenders” without the prior written consent of each Lender (it being understood that that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans Revolving Commitments are included on the Closing Date), ) or (vivii) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyLender; provided, further, provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of an Issuing Bank or the Majority Lenders Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of each Tranche which is being allocated a lesser prepayment, repayment the such Issuing Bank or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4))Swingline Lender, (5) without the prior written consent of the Majority Lenders of the respective Tranche affected therebySupermajority Lenders, amend change the definition of Majority Lenders the term “Availability” or “Borrowing Base” or any component definition used therein (it being understood thatincluding, with without limitation, the consent definitions of “Eligible Accounts”, “Eligible Due from Agent Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Required LendersAdministrative Agent to change, additional extensions of credit pursuant establish or eliminate any Reserves or to this Agreement may be included add Accounts and Inventory acquired in a Permitted Acquisition to the determination of the Majority Lenders on substantially the same basis Borrowing Base as the extensions of Term Loans and Commitments are included on the Closing Date) provided herein or (6) without the prior written consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included increase the percentages set forth in the determination term “Borrowing Base” or add any new classes of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loanseligible assets thereto.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required LendersBanks (or, as contemplated by Section 13(b) or the Administrative Agent with the written consent of the Required Lenders; HFS Guaranty, by the Agents), provided that no such change, waiver, discharge or termination shall shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or fees Fees thereon; , or reduce the principal amount thereof (except to the extent repaid in connection with the waiver of the applicability of any post-default increase in interest ratescash), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents), (iii) release all or substantially all of HFS from its payment obligations pursuant to the value of the HFS Guaranty by the Guarantors without the prior written consent of each Lender(except as expressly provided therein), (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby14.12, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender Banks (it being understood that that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Banks on substantially the same basis as the extensions of Initial Term Loans Revolving Loan Commitments are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by C/M 11752.0000 414856.1 the Borrowers Company or HFS of any of their respective its rights and obligations under this Agreement without or the consent of each Lender or (vii) amend Section 2.14 HFS Guaranty, as the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebycase may be; provided, provided further, that no such change, waiver, discharge or termination shall (1v) increase the Commitments Revolving Loan Commitment or Revolving C$ Loan Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment or Total Revolving C$ Loan Commitment shall not constitute an increase of the Revolving Loan Commitment or Total Revolving C$ Loan Commitment of any LenderBank, and that an increase in the available portion of any the Revolving Loan Commitment or Revolving C$ Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment or Revolving C$ Loan Commitment of such LenderBank), (2w) without the consent of each Agent adversely affected therebythe Issuing Bank, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the applicable Agent, amend, modify or waive any provision of Section 13 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) Agent or (6z) without the consent of the Supermajority Lenders of the relevant TrancheBanks, reduce the amount of amend, modify or extend the date of, waive any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansCommitment Reduction.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than upon payment in full of the Obligations or as expressly provided herein or therein) unless such change, waiver, discharge or termination termination, in the case of this Agreement, is in writing signed by the Credit Parties party hereto or thereto, thereto and signed or consented to in writing by the Required Lenders and acknowledged by the Administrative Agent or, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and/or the Collateral Agent, as applicable (with the consent of the Required Lenders) and the Required Lenders Credit Party or Credit Parties that are parties thereto (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Guaranty Company and Collateral may be released from, the Security Documents and the Intercreditor Agreement in accordance with the provisions hereof and thereof, additional Borrowers may be added to this Agreement and the Security Documents in accordance with the provisions hereof of Section 9.12(f), and thereof Borrowers which are Subsidiaries of the Company may be released as Borrowers hereunder (and as parties to the relevant Security Documents) as provided in Section 13.22, without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders); provided provided, that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (with Obligations being directly affected in the case of following clauses (i) and adversely affected thereby(iv)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date (except as contemplated herein), or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest for the purposes of this clause (i)), or amend Section 2.09 to permit the Borrowers to select Interest Periods for any Loans in excess of six months at any time when such longer Interest Periods is not available to all Lenders, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without under the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, Security Documents or release all or substantially all of the value of the Guaranty provided by any Guarantor (except as expressly provided in the Guarantors without the prior written consent of each LenderCredit Documents), (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Revolving Loan Commitments and the Loans on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the “Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date)”, (viv) consent to the assignment or transfer by Parent or the Borrowers of any of their respective its rights and obligations under this Agreement without Agreement, (vi) amend, modify or waive the consent application of each Lender payments set forth in Section 5.03(d), 11.03 or Section 13.06 hereof, or (vii) amend Section 2.14 contractually subordinate the effect payment of which is Obligations to extend any other Indebtedness, or except as permitted herein or as provided in the maturity Intercreditor Agreement, contractually subordinate the priority of any Term Loan without of the prior written consent of each Lender directly and adversely affected therebyAdministrative Agent’s Liens to the Liens securing other Indebtedness; provided, provided further, that no such change, waiver, discharge or termination shall (1A) increase the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment or a mandatory repayment of Loans shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2B) without the consent of each Agent adversely affected thereby(x) the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement or any other Credit Document as the same relates to to, or affects, the rights or obligations of such the Administrative Agent or (y) the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement or any other Credit Document as same relates to, or affects, the rights or obligations of the Collateral Agent, (3C) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4D) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders each Issuing Lender, amend, modify or waive any provision of each Tranche which is being allocated a lesser prepayment, repayment Section 3 or commitment reduction, alter the required application its rights or obligations with respect to Letters of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4))Credit, (5E) without the consent of the Majority Lenders of Swingline Lender, alter the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, Swingline Lender’s rights or obligations with the consent of the Required Lenders, additional extensions of credit pursuant respect to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Swingline Loans and Commitments are included on the Closing Date) or (6F) without the consent of the Supermajority Lenders of the relevant TrancheLenders, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or 1) amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term extensions of Loans and Initial Term Revolving Loan Commitments are included on the Closing Effective Date); , (2) increase the advance rates applicable to the Borrowing Base over those in effect on the Effective Date (it being understood that the establishment, modification or elimination of Reserves and provided further that only the consent adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory and or Eligible In Transit Inventory, in each case by the Administrative Agent shall in accordance with the terms hereof, will not be necessary for amendments described deemed such an increase in clause advance rates) or (y3) amend or expand any of the first proviso contained following definitions, in clause each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory and or Eligible In Transit Inventory (viincluding, in each case, the defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory and or Eligible In Transit Inventory, in each case by the definition of “Permitted Junior LoansAdministrative Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent).”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees Fees thereon; except in connection with , or reduce the waiver of the applicability of any post-default increase in interest ratesprincipal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without (except as expressly provided in the prior written consent of each LenderSecurity Documents) under all the Security Documents, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby12.12, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender Banks (it being understood that that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Banks on substantially the same basis as the extensions of Initial Term Loans and Revolving Credit Commitments are included on the Closing Effective Date), (viv) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (viivi) amend Section 2.14 release the effect Company or any material Subsidiary Guarantor from its guarantee under the Guaranty (except as expressly provided in the Guaranty), or limit its liability in respect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebysuch Guaranty; provided, provided further, that no such change, waiver, discharge or termination shall (1u) increase the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase of in the Commitment commitment of such LenderBank), (2v) without the consent of each Agent adversely affected therebyChase or the Letter of Credit Issuer, as the case may be, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of any Agent, amend, modify or waive any provision of Section 11 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders Banks of each Tranche Facility which is being allocated a lesser prepayment, repayment prepayment or commitment reductionreduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, Facilities pursuant to Section 5.01 or 5.02 4.01(a) and 4.02(B)(b) (although (x) the Required Lenders Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, reduction so long as the application, as amongst the various TranchesFacilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)altered), (5z) without the consent of the Majority Lenders Banks of the respective Tranche affected therebyFacility, amend the definition of Majority Lenders (it being understood thatBanks or amend, with modify or waive the consent order of the Required Lenders, additional extensions application of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) any payment or prepayment or (6aa) without the consent of the Supermajority Lenders Majority Banks of the relevant Trancheeach Facility, reduce the amount of amend, modify or extend the date of, waive any Scheduled Repayment of any Facility (except that, if additional Term Loans are made pursuant without extending the final scheduled maturity thereof). A waiver or amendment to a given Tranche, cure any Default or Event of Default shall not be effective for purposes of Section 5.02 unless such waiver or amendment has been consented to by the scheduled repayments of such Tranche may be increased on a proportionate basis without Majority Banks under the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansRevolving Credit Facility.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall shall, without -------- the consent of each Bank having Obligations being directly affected thereby (other than a Defaulting Bank), (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note, or reduce the rate or extend the time of payment of interest or fees Fees thereon; , or reduce the principal amount thereof (except to the extent repaid in connection with cash) (it being understood that any amendment or modification to the waiver financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i), so long as the primary purpose of the applicability of any post-default increase in respective amendments or modifications to the financial definitions or to Section 12.07(a) was not to reduce the interest ratesor Fees payable hereunder), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Pledge and Security Agreement Collateral without or Subsidiary Guarantors from the prior written consent of each Lender, Subsidiaries Guaranty (iiiexcept (in either case) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender), (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 12.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender Banks or Supermajority Bank (it being understood that that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Banks and the Supermajority Banks on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall ---------------- (1w) increase the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any the Commitment of any Lender Bank shall not constitute an increase of in the Commitment of such LenderBank), (2x) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 11 as same applies to the Administrative Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (3y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) Agent or (6z) without the consent of the Supermajority Lenders Banks, (A) amend, modify or waive any provision of the relevant TrancheSection 8.08, reduce the amount of 8.09 or extend the date of, any Scheduled Repayment 8.11 or (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), B) amend or amend modify the definition of “Supermajority Lenders” (it being understood that, with the consent Change of the Required Lenders, additional extensions Control or waive any Default or Event of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansDefault under Section 9.12.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except (x) in connection with the waiver of the applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.14) or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial B Term Loans, C Term Loans and/or the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial B Term Loans, C Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (viv) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (viivi) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan Lender without the prior written consent of each Lender directly and adversely affected therebyits consent; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (35) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (46) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect on the Closing Dateeffect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (excluding Section 5.02(b)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (46)), (57) without the consent of each Lender directly and adversely affected thereby, amend or modify the definition of “Other Allocable Share”, (8) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Effective Date) or (69) without the consent of the Supermajority Lenders of the relevant respective Tranche, reduce the amount of or extend the date of, any Scheduled B Repayment, Scheduled C Repayment or Scheduled Incremental TL Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (69)), modify any proviso to the definition of the respective Maturity Date applicable to such Tranche, or amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term extensions of Loans and Initial Term Loan Commitments are included on the Closing Effective Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) except as otherwise expressly provided in the Security Documents, release (x) all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Security Documents, release ) under all the Security Documents or (y) all or substantially all of the value of Guarantors from the Guaranty by the Guarantors without the prior written consent of each LenderSubsidiaries Guaranty, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) amend or modify Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, or (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyother Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (1t) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2u) without the consent of each Agent adversely affected therebyLetter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of DBTCA, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the Agents, amend, modify or waive any provision of Section 12 as same applies to the Agents or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, the Agents and (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the a relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6y)), or (z) amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term extensions of Loans and Initial Term Loan Commitments are included on the Closing Effective Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Term Note, or reduce the rate or extend the time of payment of interest or fees thereon; except Fees (it being understood that any amendment or modification to the financial definitions in connection with this Agreement or to Section 13.07(a) shall not constitute a reduction in the waiver rate of interest or Fees for the applicability purposes of any post-default increase in interest ratesthis clause (i)), or reduce the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viii) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Required Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Effective Date)) or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; and provided further further, that only no such change, waiver, discharge or termination shall (x) increase the Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the Administrative Agent financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Term Loan Commitments shall be necessary for amendments described not constitute an increase of the Term Loan Commitment of any Lender, and that an increase in clause the available portion of any Term Loan Commitment of any Lender shall not constitute an increase in the Term Loan Commitment of such Lender), or (y) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the first proviso contained in clause (vi) rights or obligations of the definition of “Permitted Junior Loanssuch Agent.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, extend the date for any Scheduled Repayment or extend the stated expiration date of any Letter of Credit beyond the A Maturity Date, or reduce the rate or extend the time of payment of interest or fees Fees thereon; , or reduce the principal amount thereof (except to the extent repaid in connection with the waiver of the applicability of any post-default increase in interest ratescash), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of (in each Lendercase, (iii) except as otherwise expressly provided in the Credit Documents, ) under all the Security Documents or release all or substantially all of the value of Subsidiary Guarantors under the Subsidiaries Guaranty by (except as expressly provided in the Guarantors without the prior written consent of each LenderSubsidiaries Guaranty), (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby13.12, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans and Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter any such Issuing Lender's rights or obligations with respect to Letters of Credit, (3) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (34) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, Agent or (45) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect on the Closing Dateeffect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reductionreduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 4.01(a) or 5.02 4.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4altered)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated -199- unless such change, waiver, discharge or termination is in writing signed by the Credit respective Loan Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although (x) additional parties may be added to hereto or thereto (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions terms hereof and or thereof without the consent of the Required Lenders and (y) Subsidiaries of AbitibiBowaterResolute (other Credit Parties party thereto than the Borrowers) may be released from, the guarantee under the Guarantee and Collateral Agreement or, the Canadian Guarantee and Collateral Agreement or the Required Lenders) or English Subsidiary Guarantee Agreement, as the Administrative Agent with case may be, and the written consent of relevant Security Documents pursuant to the Required Lendersterms thereof); provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof or (ii) except as otherwise expressly provided in without the Security Documents, consent of each Lender (A) release all or substantially all of the Collateral without (except in connection with the prior written consent Discharge of each Lender, (iii) except ABLpayment in full of all Secured Obligations as otherwise expressly provided in the Credit Loan Documents) under all Security Documents, release all or substantially all of the value Loan Parties (except in connection with the Discharge of ABLpayment in full of all Secured Obligations as expressly provided in the Loan Documents) under the guarantee under the Guarantee and Collateral Agreement or, the Canadian Guarantee and Collateral Agreement or the English Subsidiary Guarantee Agreement or any Borrower (except (x) in connection with the Discharge of ABLpayment in full of all Secured Obligations as expressly provided in the Loan Documents or (y) following the payment in full in cash of the Guaranty Canadian Facility Obligations (other than unasserted contingent and indemnification obligations), termination of all Canadian Facility Commitments and reduction of all exposure under any Canadian Facility Letters of Credit issued and any Bankers’ Acceptances to zero (or the making of other arrangements satisfactory to the issuers thereof), any Canadian Borrower) from this Agreement or under the guarantee under the Guarantee and Collateral Agreement or, the Canadian Guarantee and Collateral Agreement or the English Subsidiary Guarantee Agreement, as the case may be, (B) subordinate the Liens granted to or held by the Guarantors without Collateral Agent upon all or substantially all of the prior written Collateral or subordinate in right of payment all or substantially all of the Guarantees under the Guarantee and Collateral Agreement and, the Canadian Guarantee and Collateral Agreement (it being understood that lien subordinations provided for in the Intercreditoror the English Subsidiary Guarantee Agreement shall not require any consent of each Lenderpursuant to this clause (B)), (ivC) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (vD) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (viE) consent to the assignment or transfer by the Borrowers AbitibiBowaterResolute or any other Borrower of any of their respective rights and obligations under this Agreement without the consent of each Lender or any other Loan Document to which it is a party or (viiF) amend the priority of payments set forth in Section 2.14 5.03(e),5.03(f) or, 5.03(g), 5.03(g) or 11.02 or any priority of payments in provisions in the effect Security Documents setting forth the application of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyproceeds; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total -200- Commitment shall not constitute an increase of the Commitment Commitments of any Lender, and that an increase in the available portion of any Commitment the Commitments of any Lender shall not constitute an increase of the Commitment Commitments of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of theeach Swingline Lender, alter the Swingline Lender’sits rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement or any Credit other Loan Document as the same relates to the rights or obligations of such the Administrative Agent, (35) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders Super-Majority Facility Lenders, (x) amend or expand any of the relevant Tranchefollowing definitions, reduce in each case the amount effect of which would be to increase the amounts available for borrowing hereunder: Canadian Borrowing Base, U.S. Borrowing Base, Borrowing Base, Eligible Accounts, Eligible Inventory (including, in each case, the defined terms used therein) (it being understood that the establishment, modification or extend elimination of Reserves, in each case by the date ofCollateral Agent in accordance with the terms hereof, will not be deemed to require a Super-Majority Facility Lender consent), (y) decrease the frequency of Borrowing Base Certificate deliveries required pursuant to Section 9.04(h) or (z) increase the percentage of any Scheduled Repayment (except that, if additional Term Loans are Borrowing Base for which Agent Advances may be made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis Section 2.01(e) or (7) without the consent otherwise required by this clause of Non-Defaulting Lenders the sum of whose Commitments (6)or, after the termination of all Commitments, outstanding Individual Exposures) at such time represents at least 75% of the Total Commitment in effect at such time less the Commitments of all Defaulting Lenders (or, after the termination of all Commitments, the sum of then total outstanding Individual Exposures of all Non-Defaulting Lenders at such time), or amend the definition of “Supermajority Super-Majority Facility Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Guaranty Borrower may be released from, the Guarantee and Collateral Agreement and the other Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders); provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender directly and adversely affected thereby, Lender (but not the Required Lenders) (i) extend the final scheduled maturity of any Term Loan, Loan or Note or extend the stated expiration date of any Letter of Credit beyond the applicable Maturity Date of such Lender holding such Loan or Note or (ii) reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (iior forgive) except as otherwise expressly provided in the Security Documentsprincipal amount thereof of such Lender holding such Loan or Note; provided, further, that no such change, waiver, discharge or termination shall, without the consent of each Lender (i) release all or substantially all of the Collateral without under all the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release Security Documents or all or substantially all of the value of the Guaranty guarantees provided by the Subsidiary Guarantors without under the prior written consent of each LenderSecurity Documents (except as expressly provided in the Credit Documents), (ivii) amend, modify or waive any provision of this Section 13.12(a13.10(a) or Section 13.06 which would result in the reduction of the voting thresholds specified herein (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Tranche B-1 Term Loans Loans, the Initial Tranche B-2 Term Loans, and the Initial Revolving Loan Commitments on the Closing DateDate or as otherwise provided herein), in each case, without the prior written consent of each Lender directly and adversely affected thereby, or (viii) reduce the percentage “majority” voting threshold specified in the definition of “Required Lenders without the prior written consent of each Lender Lenders” or “Required Revolving Lenders” (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Tranche B-1 Term Loans, Initial Tranche B-2 Term Loans and Initial Revolving Loan Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1i) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment or commitment reduction of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2ii) without the consent of each Agent Issuing Lender, amend, modify or waive any provision of Section 3 (as applies to such Issuing Lender) or adversely affected therebyalter its rights 155 or obligations with respect to Letters of Credit issued by it under this Agreement, (iii) without the consent of the Swingline Lender, adversely alter the Swingline Lender’s rights or obligations with respect to Swingline Loans under this Agreement, (iv) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (3v) without the consent of Collateral AgentTrustee, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentTrustee, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5vi) without the consent of the Majority Lenders of the respective Tranche Class affected thereby, amend the definition of “Majority Lenders Lenders” to reduce the voting threshold (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) and (vii) without the written consent of the Required Revolving Lenders, (x) amend, waive or otherwise modify Section 10.07 hereof or the defined terms used for Section 10.07 (solely for purposes of such definition as it is used in Section 10.07) or (6y) waive any Financial Covenant Event of Default; provided, however, that the amendments, modifications, waivers and consents described in this clause (vii) shall not require the consent of any Lenders other than the Required Revolving Lenders; provided, further, that no such change, waiver, discharge or termination shall, without the consent of the Supermajority Majority Lenders of the relevant Trancherespective Class of RL Lenders directly and adversely affected thereby, reduce amend, modify or waive (i) the amount pro rata borrowing requirement in respect of Revolving Loans set forth in Section 2.07 or extend (ii) the date of, any Scheduled Repayment (except that, if additional Term pro rata prepayment requirement with respect to Revolving Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included set forth in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansSection 5.01.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release (x) all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under the Security Documents or (y) all or substantially all of the value of Guarantors from their guarantee obligations under the Guaranty by the Guarantors without the prior written consent of each LenderGuaranty, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Revolving Loan Commitments on the Effective Date or provided to the Term Loans on the Closing Amendment No. 2 Effective Date, as applicable), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Revolving Loan Commitments are included on the Effective Date and the Term Loans are included on the Closing Amendment No. 2 Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments or Term Loans of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (35) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of of, or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant or make any change to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis Section 5.02A without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included Lenders holding a majority in the determination aggregate amount of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing DateLoans, or (7) amend, modify or waive any provision of Section 7 (including amendment, modification or waiver of any representation or warranty referenced in Section 7.01(ii); and provided further ) in any manner that only would permit a Credit Event that would not otherwise be permitted without the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained Lenders holding a majority in clause (vi) aggregate amount of the definition of “Permitted Junior LoansTotal Revolving Loan Commitment.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Lenders of the Initial Term B Loans on the Closing ClosingAmendment No. 1 Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of “Required Lenders Lenders” without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing DateLenders) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing DateLenders); and provided further that only the consent of the Administrative Agent shall be necessary for amendments described in clause (yx) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i), clause (ix) or clause (x)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of (x) the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all the Security Documents or substantially all of (y) the value of Subsidiary Guarantors under the Guaranty by the Guarantors without the prior written consent of each LenderSubsidiaries Guaranties, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Amendment No. 3 Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) increase the advance rates applicable to the Borrowing Base over those in effect on the Initial Borrowing Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vii) increase the percentage of the Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(e), (viii) increase the Total Commitment (other than as contemplated by Section 2.14), (ix) or increase the Revolving Loan Commitment of any Lender, (6x) change any provision of any Loan Document with respect to the order of payment of the Obligations following an Event of Default, including, without limitation, Section 7.4 of the Security Agreement or (xi) subordinate all or substantially all of the ABL Priority Collateral to any other Indebtedness; provided further, that no such change, waiver, discharge or termination shall, without the consent of the Supermajority Lenders, (x) amend the definition of Supermajority Lenders, (x) amend the definition of Borrowing Availability or (y) amend any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts, Eligible Inventory (including, in each case, the defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Administrative Agents in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent), provided further, that no such change, waiver, discharge or termination shall (1) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 1 or alter its rights or obligations with respect to Letters of Credit, (2) without the consent of the Supermajority Lenders of Swingline Lender, alter the relevant TrancheSwingline Lender’s rights or obligations with respect to Swingline Loans, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis 3) without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required LendersAdministrative Agent, additional extensions amend, modify or waive any provision of credit pursuant Section 12 or any other provision as same relates to this Agreement may be included in the determination rights or obligations of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only Administrative Agent, or (4) without the consent of Collateral Agent, amend, modify or waive any provision relating to the Administrative Agent shall be necessary for amendments described in clause (y) rights or obligations of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansCollateral Agent.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanRevolving Commitment, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with Fees thereon or reduce or forgive the waiver of the applicability of any post-default increase in interest ratesprincipal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition definitions of Required Lenders or Supermajority Lenders without the prior written consent of each Lender directly and adversely affected thereby (it being understood that that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyLender; provided, further, provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of an Issuing Bank or the Majority Lenders Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of each Tranche which is being allocated a lesser prepayment, repayment the such Issuing Bank or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4))Swingline Lender, (5) without the prior written consent of the Majority Lenders of the respective Tranche affected therebySupermajority Lenders, amend change the definition of Majority Lenders the terms “Availability” or “Borrowing Base” or any component definition used therein (it being understood thatincluding, with without limitation, the consent definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Required LendersAdministrative Agent to change, additional extensions of credit pursuant establish or eliminate any Reserves or to this Agreement may be included add Accounts and Inventory acquired in a Permitted Acquisition to the determination of the Majority Lenders on substantially the same basis Borrowing Base as the extensions of Term Loans and Commitments are included on the Closing Date) provided herein or (6) without the prior written consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included increase the percentages set forth in the determination term “Borrowing Base” or add any new classes of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date)eligible assets thereto; and provided further that only the consent of the Administrative Agent shall be necessary for amendments described in clause (yx) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans”.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans Revolving Loan Commitments are included on -104- the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, or (35) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebythereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, or extend the stated maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees, or reduce the principal amount thereof (except to the extent repaid in connection with the waiver cash), or reduce any reimbursement obligations under any Letter of the applicability of any post-default increase in interest ratesCredit, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without Subsidiary Guarantors from the prior written consent Subsidiaries Guaranty (except in connection with a sale of each Lendersuch Subsidiary Guarantor in accordance with the terms of this Agreement), (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender Agreement, except mergers and/or consolidations involving one or more Borrowers and another Person (viinot already a Borrower or a Subsidiary thereof) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without shall be permitted with the prior written consent of each Lender directly the Required Lenders, provided that the survivor of such merger or consolidation (to the extent not a Borrower) is organized under the laws of the United States or a State thereof and adversely affected therebyexecutes and delivers to the Administrative Agent agreements in form and substance satisfactory to the Agents and providing for the assumption by such Person of the obligations of the respective Borrower or Borrowers under this Agreement and the Notes; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) without the consent of the Supermajority Lenders, decrease the percentage set forth in Section 9.07 (as in effect on the Effective Date) or amend the definition of Supermajority Lenders, (3) without the consent of the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it (or Acceptances created thereunder) or alter its rights or obligations with respect to Letters of Credit or Acceptances, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (with Obligations being directly and adversely affected therebymodified in the case of the following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate or interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in release the Security Documents, Temporary Guarantor from its obligations under the Temporary Guaranty or release all or substantially all of the Collateral without Subsidiary Guarantors from their respective obligations under the prior written consent of Subsidiaries Guaranty (except, in each Lendercase, as expressly permitted by the Credit Documents), (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Revolving Loans are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower or the Temporary Guarantor of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (3) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansAgent.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged changed or terminated waived unless such change, waiver, discharge change or termination waiver is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of Aleris may be released from this Agreement, the Guaranty Agreement Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, change or waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Term Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Term LoanLoan or Note or extend the duration of any Interest Period for a Euro Rate Loan beyond six months, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.12(a11.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Commitments on the Closing Restatement Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans Commitments are included on the Closing Restatement Effective Date), or (viv) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge change or termination waiver shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 or any other provision of any Credit Document this Agreement as the same relates to the rights or obligations of such the Administrative Agent, (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders Syndication Agent, the Co-Documentation Agents or the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights or obligations of each Tranche which is being allocated a lesser prepaymentthe Syndication Agent, repayment the Co-Documentation Agents or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction)Joint Lead Arrangers, as between the various Tranchescase may be, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant affected Tranche, reduce the amount amend, modify or waive any provision of or extend the date of, any Scheduled Repayment this Agreement in a manner which would have a disproportionate effect on such Tranche (except that, if additional Term Loans are made pursuant for technical amendments with respect to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in which afford the determination protections to such additional extensions of credit of the Supermajority Lenders on substantially type provided to the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Restatement Effective Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor ------------------------ any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required LendersBanks (or, as contemplated by Section 13(b) or the Administrative Agent with the written consent of the Required Lenders; HFS Guaranty, by the Agents), provided that no such change, waiver, discharge or -------- termination shall shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or fees Fees thereon; , or reduce the principal amount thereof (except to the extent repaid in connection with the waiver of the applicability of any post-default increase in interest ratescash), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents), (iii) release all or substantially all of HFS from its payment obligations pursuant to the value of the HFS Guaranty by the Guarantors without the prior written consent of each Lender(except as expressly provided therein), (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby14.12, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender Banks (it being understood that that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Banks on substantially the same basis as the extensions of Initial Term Loans Revolving Loan Commitments are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by the Borrowers Company or HFS of any of their respective its rights and obligations under this Agreement without or the consent of each Lender or (vii) amend Section 2.14 HFS Guaranty, as the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebycase may be; provided, provided further, that no such change, -------- waiver, discharge or termination shall (1v) increase the Commitments Revolving Loan Commitment or Revolving C$ Loan Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment or Total Revolving C$ Loan Commitment shall not constitute an increase of the Revolving Loan Commitment or Total Revolving C$ Loan Commitment of any LenderBank, and that an increase in the available portion of any the Revolving Loan Commitment or Revolving C$ Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment or Revolving C$ Loan Commitment of such LenderBank), (2w) without the consent of each Agent adversely affected therebythe Issuing Bank, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the applicable Agent, amend, modify or waive any provision of Section 13 as same applies to such Agent or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3y) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) Agent or (6z) without the consent of the Supermajority Lenders of the relevant TrancheBanks, reduce the amount of amend, modify or extend the date of, waive any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansCommitment Reduction.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (yx) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanRevolving Loan or Revolving Note, or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest thereon, or fees thereon; reduce the amount, or extend the time of payment, of any Fees (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount of any Revolving Loan (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 14.12, (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, the Administrative Agent or (34) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall shall, (i) without the prior written consent of each Lender directly and adversely affected therebyBank, extend the final any scheduled maturity of any Term Loan, Unpaid Drawing or Note, or reduce the rate of interest or fees or extend the time of payment of interest or fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 or pursuant to Section 1.2 shall not constitute a reduction in the rate of interest or any fees thereon; for purposes of this clause (i)) or (ii) without the consent of each Bank (a) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the waiver sale of a Subsidiary which is a Guarantor in accordance with the applicability terms of any post-default increase in interest rates, (ii) except as otherwise expressly provided in the Security Documents, release all this Agreement or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSection 5.20), (ivb) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby10.5, (vc) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender Banks (it being understood that that, (1) with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Banks on substantially the same basis as the extensions of Initial Term Loans Commitments are included on the Closing DateEffective Date and (2) pursuant to Section 2.16, additional Loans may be made), (vid) amend or modify any provision of Section 10.6 to add any additional consent requirements necessary to effect any assignment or participation thereunder, (e) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender Agreement, or (viif) amend any Section 2.14 which would alter the effect pro rata sharing of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected payments required thereby; provided, further, that no such change, waiver, discharge or termination shall (1v) without the consent of each Letter of Credit Issuer amend, modify or waive any provision of Article 2A or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Swing Lender amend, modify or waive any provision of Section 2.1(c) through (g) or alter its rights or obligations with respect to Swing Loans, (x) increase the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Revolving Credit Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Revolving Credit Commitment of any Lender Bank shall not constitute an increase of the Revolving Credit Commitment of such LenderBank), (2y) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Article 7 or any other provision as the same relates to the rights or obligations of the Administrative Agent, or (z) without the consent of the CAD Fronting Bank, amend, modify or waive any provision of Section 12 2.1 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agentthe CAD Fronting Bank. If any Bank does not consent to a proposed amendment, (3) without waiver, consent or release with respect to any Credit Document that requires the consent of Collateral Agenteach Bank and that has been approved by the Required Banks, amendthe Borrower may replace such Non-Consenting Bank in accordance with Section 8.7; provided that such amendment, modify waiver, consent or waive any provision relating to the rights or obligations release can be effected as a result of the Collateral Agent, assignment contemplated by such Section (4) except in cases where additional extensions of term loans are being afforded substantially together with all other such assignments required by the same treatment afforded Borrower to the Term Loans be made pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reductionparagraph), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders); provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Term LoanRevolving Commitment, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with Fees thereon or reduce or forgive the waiver principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the applicability time of payment of interest or Fees thereon of any post-default increase in interest ratesLender), (ii) except as otherwise expressly provided herein or in the Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition definitions of “Required Lenders Lenders” or “Supermajority Lenders” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans Revolving Commitments are included on the Closing Date), (vi)) consent to the assignment or transfer by the Borrowers any Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend implement an ESG Amendment pursuant to Section 2.14 the effect of which is to extend the maturity of any Term Loan 2.23 without the prior written consent of each Lender directly and adversely affected therebyeach Issuing Bank; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Revolving Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the Majority Lenders rights or obligations of each Tranche which is being allocated a lesser prepayment, repayment such Issuing Bank or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4))Swingline Lender, (5) without the prior written consent of the Majority Lenders of the respective Tranche affected therebySupermajority Lenders, amend change the definition of Majority Lenders the terms “Availability,” “Suppressed Availability,” “Specified Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (it being understood thatincluding, with without limitation, the consent definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased or add any new classes of eligible assets thereto; provided that the foregoing shall not limit the discretion of the Required LendersAdministrative Agent to change, additional extensions of credit pursuant establish or eliminate any Reserves or to this Agreement may be included add Accounts and Inventory acquired in a Permitted Acquisition to the determination of the Majority Lenders on substantially the same basis Borrowing Base as the extensions of Term Loans and Commitments are included on the Closing Date) or provided herein, (6) without the prior written consent of each Lender, increase the Supermajority Lenders of percentages set forth in the relevant Tranche, reduce the amount of term “Canadian Borrowing Base” and “U.S. Borrowing Base” or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis 7) without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the prior written consent of the Required Subfacility Lenders, additional extensions adversely affect the rights of credit pursuant to this Agreement may be included Lenders under a Subfacility or FILO Subfacility in respect of payments hereunder in a manner different than such amendment affects the determination of the Supermajority Lenders on substantially the same basis other Subfacility or FILO Subfacility, as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loansapplicable.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i) or clause (ix)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of (x) the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all the Security Documents or substantially all of the value of the Guaranty by (y) the Guarantors without under the prior written consent of each LenderGuaranties, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers of any of their respective rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement, (vi) increase the advance rates applicable to the Borrowing Base over those in effect on the Initial Borrowing Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vii) increase the percentage of the Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(e), (viii) increase the Total Commitment (other than as contemplated by Section 2.14) or (6ix) or increase the Revolving Loan Commitment of any Lender; provided further, that no such change, waiver, discharge or termination shall (1) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 1 or alter its rights or obligations with respect to Letters of Credit, (2) without the consent of the Supermajority Lenders of Swingline Lender, alter the relevant TrancheSwingline Lender’s rights or obligations with respect to Swingline Loans, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis 3) without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required LendersAdministrative Agent, additional extensions amend, modify or waive any provision of credit pursuant Section 12 or any other provision as same relates to this Agreement may be included in the determination rights or obligations of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only Administrative Agent, or (4) without the consent of Collateral Agent, amend, modify or waive any provision relating to the Administrative Agent shall be necessary for amendments described in clause (y) rights or obligations of the first proviso contained in clause (vi) of the definition of “Permitted Junior LoansCollateral Agent.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and schedules and annexes may be modified to reflect such additions) ), and Subsidiaries of the Guaranty Agreement and Borrower may be released from, the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, or reduce the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any provision of this Section 13.12(a11.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Commitments and the Term Loans on the Closing Effective Date), in each case, without (iv) release the prior written consent Holdings Guaranty or release all or substantially all of each Lender directly and adversely affected therebythe aggregate value of the Subsidiaries Guaranties, (v) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Commitments and/or Term Loans are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by Holdings or the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of such Agent, the Administrative Agent or (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Lenders of the Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of “Required Lenders Lenders” without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”124

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan, or reduce the rate or extend the time of payment of interest or fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term B Loans on the Closing ClosingAmendment No. 1 Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, on substantially the same basis as the extensions of Initial Term B Loans are included on the Closing ClosingAmendment No. 1 Effective Date), (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term B Loans pursuant to this Agreement as in effect on the Closing ClosingAmendment No. 1 Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing ClosingAmendment No. 1 Effective Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term B Loans and Initial Term Loan Commitments are included on the Closing ClosingAmendment No. 1 Effective Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (yx) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed (A) in the case of (x) any amendment, modification or waiver of Section 9.07 or any of the financial definitions used in determining compliance with Section 9.07 (but only for purposes of Section 9.07) , Section 10.03 (to the extent providing for or relating to any Revolver Event of Default), the definition of Revolver Event of Default, any provision of clause (A) of the remedies paragraph following Section 10.11, or Section 6 (to the extent relating to conditions precedent to extensions of credit pursuant to the Revolving Loan Commitments) or (y) any waiver of any Revolver Event of Default, the Majority Lenders holding outstanding Revolving Obligations (or Revolving Loan Commitments in respect thereof) and (B) in the case of any other change, waiver, discharge or termination of any other term or provision of this Agreement or any other Credit Document, by the respective Credit Parties party hereto or thereto, the Administrative Agent thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from the Subsidiaries Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; ), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note, extend or reduce the amount of any Scheduled Repayment or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce or forgive the rate or extend the time of payment of interest or fees thereon; Fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents) under the Security Documents, (iii) release all or substantially all of the value Subsidiary Guarantors from the Subsidiaries Guaranties (except as expressly provided in the Subsidiaries Guaranty in connection with permitted sales or dispositions of Equity Interests in the Guaranty by the respective Subsidiary Guarantor or Subsidiary Guarantors without the prior written consent of each Lenderbeing released), (iv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and the Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such the Administrative Agent, (34) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (45) except in cases where additional extensions without the consent of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Dateeach adversely affected Lender, amend or modify Section 13.06, or (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepaymentadversely affected thereby, repayment amend or commitment reduction, alter modify the required manner of application of any mandatory or voluntary prepayments or repayments set forth in Sections 4.01(a) and 4.02(h) (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) it being understood and agreed that the Required Lenders may waive, in whole or in part, waive the making of any such mandatory prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this that preceding clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without only applies to the consent manner of the Supermajority Lenders application of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans payments described therein that are made pursuant required to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6))be, or amend the definition of “Supermajority Lenders” (it being understood thatare actually, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Datemade); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”

Amendment or Waiver; etc. (a) Except as expressly contemplated hereby, neither Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other respective Credit Parties party thereto or and the Required Lenders) or the Administrative Agent with the written consent of the Required Lenders; , provided that no such change, waiver, discharge or termination shall (i) -------- shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely affected therebyin the case of following clause (i)), (i) extend the final scheduled maturity of any Term LoanLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees Fees thereon; , or reduce the principal amount thereof (except to the extent repaid in connection with the waiver of the applicability of any post-default increase in interest ratescash), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, ) under all the Security Documents or release all or substantially all of the value of Guarantors from their obligations under the Guaranty by the Guarantors without the prior written consent of each Lenderexcept in accordance with its terms, (iviii) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06 12.12 (except for technical amendments it being understood that, with respect to the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement which may afford the protections to such holders thereof and/or the then existing Lenders additional extensions rights of credit of the type provided to the Initial Term Loans on the Closing Dateconsent), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definition of Required Lenders without the prior written consent of each Lender (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders, as applicable, Lenders on substantially the same basis as the extensions of Initial Term Loans Revolving Commitments -91- are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by the Borrowers Borrower of any of their respective its rights and obligations under this Agreement without the consent of each Lender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected therebyAgreement; provided, provided further, that no such change, waiver, discharge or termination shall ---------------- (u) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may (1) waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (2) agree to additional extensions of credit made after the Initial Borrowing Date (and not pursuant to the Commitments as in effect on the Initial Borrowing Date) on substantially the same basis as the other extensions of credit made pursuant to this Agreement), (v) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2w) without the consent of each Agent adversely affected therebyLetter of Credit Issuer, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, the Administrative Agent or (3z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Extension Amendment shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or (6) without the consent of the Supermajority Lenders of the relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided further that only the consent the Administrative Agent shall be necessary for amendments described in clause (y) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans.”