Common use of Amendment or Waiver; etc Clause in Contracts

Amendment or Waiver; etc. (a) Neither this Agreement nor any other 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 Loan Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings 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 express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Documents) under all the Security Documents or this Agreement, respectively, (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or (iv) reduce 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 (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings may be released from, the Guarantee 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, shall (i) without the prior written consent of each Lender (other thanand Issuing Bank, except with respect to following clause (i), a Defaulting Lenderif applicable) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x))thereby, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Commitment, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of applicability of any post-default increase in interest rates), reduce or reduce (or forgive) forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that any amendment waivers or modification to the financial definitions in this Agreement modifications of conditions precedent, Defaults or to Section 13.7(a) Events of Default shall not constitute a reduction in or extension of the rate time of payment of interest or Fees for the purposes of this clause (i)) or thereon of any scheduled repayment of the Term LoansLender), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral or 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 Guarantees (except as expressly provided in Credit Party Guaranty without the Loan Documents) under all the Security Documents or this Agreement, respectivelyprior written consent of each Lender, (iiiiv) 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) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or ), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (ivv) reduce the “majority” voting threshold percentage specified in the definition definitions of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender; provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 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 the Administrative AgentAgent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative such Agent, (53) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent Agent, (4) without the consent of an Issuing Bank or (6) reduce a Swingline Lender, amend, modify or waive any provision relating to the percentage contained in the definitions rights or obligations of the terms “Required Revolving Lenders” and “Required Term Lenders” such Issuing Bank or such Swingline Lender, (5) without the prior written consent of each Lender the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the 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 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, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under its respective Facilitysuch Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or 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), and Subsidiaries of Holdings may be released from, the Guarantee 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, shall (i) without the prior written consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x))thereby, (i)(x) extend the final scheduled maturity of any Term Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Note, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of applicability of any post-default increase in interest rates), ) or reduce (or forgive) forgive the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.7(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 Loansthereof, (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral or under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, releases all or substantially all of the value of the Guarantees (except as expressly provided in Guaranty without the Loan Documents) under all the Security Documents or this Agreement, respectivelyprior written consent of each Lender, (iiiiv) amend, modify or waive any provision of this Section 13.12(a) or Section 13.06, in each case, without the prior written consent of each Lender directly and adversely affected thereby, (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or (ivv) reduce the “majority” voting threshold percentage specified in the definition of Required Lenders without the prior written consent of each Lender directly and adversely affected thereby, or (it being understood that, with vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement without the consent of the Required Lenderseach Lender; provided, 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 further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 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 the Administrative AgentAgent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative such Agent, (53) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent Agent, (4) 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 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) or (65) reduce without the percentage contained in the definitions consent of the terms “Required Revolving Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other 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 Loan Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings (other than the Borrowers) may be released from, the guarantee under the Guarantee and the Security Documents without the consent of the Required Lenders Collateral Agreement or all of the LendersCanadian Guarantee and Collateral Agreement, as set forth belowthe case may be, in accordance with and the express provisions hereof or thereof that otherwise permit such releaserelevant Security Documents); , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other thanthan a Defaulting Lender except that, except with respect to following clause for the purposes of succeeding clauses (i), (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (i) or (ii)), a Defaulting LenderLender shall have a separate vote to the extent otherwise provided therein; provided further that for the 187 purposes of succeeding clauses (ii) and (iii) (but, in the case of such clause (iii), only to the extent relating to such clause (ii)), to the extent a Defaulting Lender does not accept or reject in writing to the Administrative Agent a written amendment, waiver or modification proposal on or prior to the expiry of the period of time granted to all Lenders required to consent to such proposal such Defaulting Lender shall be deemed to have consented to the respective written amendment, waiver or modification proposal) (with Obligations being directly and adversely affected in the case of the following clause clauses (i)(yi), (vi) or whose Obligations are being extended in the case of following clause and (i)(xvii)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except (x) in connection with the waiver of applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.19), 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 13.7(a) 13.07 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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except in connection with the Discharge of Revolving Credit Obligations as expressly provided in the Loan Documents) under all Security Documents, all or substantially all of the Security Loan Parties (except in connection with the Discharge of Revolving Credit Obligations as expressly provided in the Loan Documents) under the guarantee under the Guarantee and Collateral Agreement or Canadian Guarantee and Collateral Agreement or any Borrower (except (x) in connection with the Discharge of Revolving Credit Obligations as expressly provided in the Loan Documents or (y) following the payment in full in cash of the 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 Canadian Facility 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 Canadian Guarantee and Collateral Agreement, respectivelyas the case may be, (iii) 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 Term Loans and the Revolving Loan Commitments on the Closing Funding Date) or ), (iv) reduce the “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions (v) consent to the assignment or transfer by Holdings or any other Borrower of credit pursuant to any of their rights and obligations under this Agreement may be included or any other Loan Document to which it is a party, (vi) amend the priority of payments set forth in Section 11.02 and the priority of payments in provisions in the determination Security Documents setting forth the application of proceeds, or (vii) amend Section 2.19 the Required Lenders on substantially effect of which is to extend the same basis as the extensions maturity of Term Loans and Revolving Loan Commitments are included on the Closing Date)any Lender without its consent; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.188

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan Credit Document nor any terms hereof or thereof may be changedamended, waived, discharged waived or terminated modified (other than upon payment in full of the Obligations) unless such changeamendment, waiver, discharge waiver or termination modification is in writing signed by the respective Loan Credit Parties party hereto or thereto and signed or consented to in writing by the Required Lenders or the Administrative Agent with the consent of the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower and Collateral may be released from, the Guarantee Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such changeamendment, waiver, discharge waiver or termination modification shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(yi) or whose Obligations are being extended in the case of following clause and (i)(xiv)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Note, or reduce the rate or extend the time of payment of scheduled amortization, interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(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) release all or substantially all of the Collateral under the Security Documents or release all or substantially all of the value of the Guarantees Guaranty provided by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a12.12(a) (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 Term Loans Commitments and the Revolving Loan Commitments Loans on the Closing Effective Date) ), or (iv) reduce the “majority” voting threshold specified in the definition of Required Lenders (it being understood that, pursuant to Section 2.14 or with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Commitments and/or Loans and Revolving Loan Commitments are included on the Closing Effective Date); provided further further, that no such changeamendment, waiver, discharge waiver or termination modification shall (1) increase the Commitments Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 the 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 the 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 same relates to the rights or obligations of the Administrative Agent, Agent or (53) without the consent of Collateral the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective FacilitySecurity Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrowers may be released from, the Guarantee U.S. Guaranty and the Canadian Guaranty, as the case may be, and the relevant 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend beyond the 2017 Revolving Loan Maturity Date the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Credit, (y) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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) release all or substantially all of (x) the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively(y) the guarantees under the U.S. Guaranty and the Canadian Guaranty, (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce 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 Effective Date)) or (v) consent to the assignment or transfer by either Borrower of any of their rights and obligations under this Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the then Administrative Agent, (5) without the consent of the then Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or Agent, (6) except as permitted pursuant to Section 2.16 and in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the A Term Loans, B Term Loans, the 2016 Revolving Loans and the 2017 Revolving Loans pursuant to this Agreement on the Effective Date, 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.02(h) (it being understood, however, that (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 Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (6)), or (7) without the consent of the Required Extended Revolving Lenders, the Required Non-Extending Revolving Lenders or the Majority Lenders of the respective Tranche affected thereby, amend the definition of Required Extended Revolving Lenders, the Required Non-Extending Revolving Lenders or Majority Lenders, respectively (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 139 basis as the extensions of Loans and Commitments are included on the Effective Date), or (8) reduce the percentage contained in amount of, or extend the definitions date of, any Scheduled Repayment without the consent of the terms “Required Revolving Lenders” and “Required Majority Lenders of the respective Tranche of Term Lenders” without the prior written consent of each Lender under its respective FacilityLoans.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties (other than foreign borrowers) may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower may be released from, from the Guarantee Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(yi) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Date, (y) reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment in respect of the applicable Tranche of Term Loans, or (z) reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) release all or substantially all of the Guarantors (except as expressly provided in the Credit Documents) from the Guaranty, (iv) amend, modify or waive any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which 134 afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (ivv) reduce 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 or other credit facilities 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 Effective Date), or (vi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the percentage contained same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Effective Date, 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.02(g) (it being understood, however, that (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 Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (6)), (7) 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 definitions determination of the terms “Required Revolving Lenders” Majority Lenders on substantially the same basis as the extensions of Loans and “Required Term Lenders” Commitments are included on the Effective Date), (8) except as otherwise provided in this Agreement (including, without limitation, pursuant to Section 2.16, 2.17, 2.18, 4.02(b), 4.02(c), and 5.01(b)), with respect to any voluntary or mandatory prepayment or repayment of the Loans of any Tranche pursuant to Section 5.01, 5.02(c), 5.02(d), 5.02(e), or 5.02(f), effect a non-pro rata prepayment or repayment of such Loans of any Lender under such Tranche which would result in any such lender receiving less than its pro rata share thereof without the prior consent of such Lender, (9) without the written consent of the Majority Lenders with Revolving Loans and/or Revolving Loan Commitments, amend, modify or waive any condition precedent set forth in Section 7 with respect to the making of Revolving Loans or Swingline Loans or the issuance of Letters of Credit or (10) without consent of the Supermajority Revolving Lenders, (w) amend, modify or waive (i) the provisions of Section 4.02 of the Guaranty and Collateral Agreement or Section 5.02(j) of this Agreement, in each Lender case, in a manner adversely affecting the priority status of the Revolving Obligations or (ii) the provisions of Section 13.21 of this Agreement, (x) permit any sale, transfer, disposition or other transaction or series of sales, transfers, dispositions or other transaction that would reduce the Total Consolidated Assets to less than $150,000,000, (y) increase the amount of the Total Revolving Loan Commitment except as permitted under Section 2.15 (as in effect on the Initial Borrowing Date) or (z) permit the Borrower or any of its respective FacilitySubsidiaries to incur any Indebtedness that is secured by a Lien on the Collateral (whether such Lien is senior or pari passu to the Lien on the Collateral 135 pursuant to the Security Documents) other than pursuant to Section 10.01 (as in effect on the Initial Borrowing Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties (other than foreign borrowers) may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower may be released from, from the Guarantee Subsidiaries Guaranty 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 all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(yi) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Date, (y) reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment in respect of the applicable Tranche of Term Loans, or (z) reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) release all or substantially all of the Guarantors (except as expressly provided in the Credit Documents) from the Guaranties, (iv) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (ivv) reduce 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 Effective Date), or (vi) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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) 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 on the Effective Date, (x) 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 in this sub-clause (x), alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01(a) or 5.02(g) (it being understood, however, that (a) 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 (b) any conversion of any Tranche of Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (2)), (3) without the consent of the Majority Lenders of each Tranche which is adversely affected by such amendment, 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 Revolving Loan Commitments are included on the Effective Date), (4) 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, (35) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (46) without the written consent of the Majority Lenders with Revolving Loans and/or Revolving Loan Commitments, amend, modify or waive any condition precedent set forth in Section 7 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, (7) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) 8) 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 (69) reduce except as otherwise provided in this Agreement (including, without limitation, pursuant to Sections 2.16, 2.17, 2.18, 4.02(b), 4.02(c), and 5.01(b)), with respect to any voluntary or mandatory prepayment or repayment of the percentage Loans of any Tranche pursuant to Section 5.01, 5.02(c), 5.02(d), 5.02(e) or 5.02(f), effect a non-pro rata prepayment or repayment of such Loans of any Lender under such Tranche which would result in any such Lender receiving less than its pro rata share thereof without the consent of such Lender. Notwithstanding anything to the contrary contained in this Agreement, amendments, modifications, supplements or waivers of Section 10.07 (or the component financial definitions solely for purposes of the terms “Required financial covenant set forth in Section 10.07, and for no other purpose under this Agreement) will require only the approval of the Majority Lenders with Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective FacilityLoans and/or Revolving Loan Commitments.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than in accordance with Section 2.19) unless such change, waiver, discharge or termination is in writing signed by the respective Loan Credit Parties party hereto or thereto and the Required Lenders (or by the Administrative Agent at the written direction of the Required Lenders) (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Company (other than the Borrowers) may be released from, the Guarantee relevant Guaranty and the relevant 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 all of the Lenders)), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(yi), (iii), (iv) or whose Obligations are being extended in the case of following clause and (i)(xvii)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date or (y) unless otherwise cash collateralized in accordance with the terms hereof), or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 Agreement, to Section 13.7(a13.07(a) or as contemplated in clause (6) of the second proviso of this Section 13.12(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the 155 Revolving Loan Commitments and the Loans on the Closing Effective Date) ), Section 13.06 or any provision of Section 2.09 that expressly requires the consent of all Lenders, (iv) reduce 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 Effective Date), (v) increase the advance rates applicable to any Borrowing Base over those in effect on the Effective 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 the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vi) consent to the release, assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, or (vii) amend, modify or waive the order of application of payments set forth in Section 5.03(d), Section 5.03(e), Section 5.4 of the U.S. Security Agreement, Section 5.4 of the Dutch General Security Agreement, Section 5.3 of the Dutch Inventory Security Agreement or Section 6.3 of the Dutch Receivables Security Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its such Issuing Lenders’ rights or obligations with respect to Letters of CreditCredit issued by such Issuing Lender, (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 this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce without the percentage contained consent of the Supermajority Lenders, (x) 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 definitions determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date) or (y) amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: any Borrowing Base, Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory (including, in each case, the defined terms “Required Revolving Lenders” used therein) (it being understood that the establishment, modification or elimination of Reserves and “Required Term Lenders” without adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory, in each case by the prior written consent of each Administrative Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender under its respective Facilityconsent).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than in accordance with Section 2.16) unless such change, waiver, discharge or termination is in writing signed by the respective Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes annexed) may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date or (y) Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) or Section 13.06, (iv) reduce 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 Effective Date), (v) consent to the release, assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive the application of payments set forth in Sections 5.02(d), 5.03(d) or 13.06 hereof, Section 7.4 of the Security Agreement or Section 9 of the Pledge Agreement or (vii) subordinate the Liens granted for the benefit of the Lenders in respect to the Collateral under any of the Security Documents except to the extent provided in the Intercreditor Agreement; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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), (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 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 same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce without the percentage contained consent of the Collateral Monitors, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Monitors or (7) without the consent of the Supermajority Lenders, (x) 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 definitions determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date), or (y) amend or expand 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 and Eligible Inventory (including, in each case, the defined terms “Required Revolving Lenders” used therein) (it being understood that the establishment, modification or elimination of Reserves and “Required Term Lenders” without adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the prior written consent of each Collateral Monitors in accordance with the terms hereof, will not be deemed to require a Supermajority Lender under its respective Facilityconsent).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Administrative Borrower may be released from, from the Guarantee Guaranty and the relevant 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(y) and (v) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Bridge Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Note, (y) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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) release all or substantially all of (x) the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively(y) the guarantees under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Bridge Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce the “majority” voting threshold specified in the definition of Required Lenders or (it being understood that, with v) consent to the consent assignment or transfer by the Borrowers of the Required Lenders, additional extensions any of credit pursuant to its rights and obligations under 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)Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the then Administrative Agent, Agent or (52) without the consent of the then Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective FacilityAgent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders and acknowledged by the Administrative Agent, or by the Administrative Agent with the written consent of the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty in accordance with the provisions hereof and the Security Documents thereof without the consent of the other Credit Parties party thereto or the Required Lenders or all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent consent, in the case of following clauses (i) through (v), of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected thereby in the case of following clause clauses (i)(y) and (v) or whose Obligations are being extended in the case of following clause (i)(x)) or, in the case of following clause (vi), each SPV being directly affected, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Note, (y) or reduce the rate or extend the scheduled time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of applicability of any post-default increase in interest rates), reduce the amount or extend the time of payment of any Fees, 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 13.7(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, Loan or Note or (iiz) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Documents) under all the Security Documents or this Agreement, respectivelySubsidiaries Guaranty, (iiiii) amend, modify or waive any provision of this Section 13.12(a12.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Funding Date) or ), (iviii) reduce 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 Funding Date), (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (v) amend, modify or waive any provision of Section 12.06, except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders or (vi) modify the protections afforded to an SPV pursuant to the provisions of Section 12.04(d); provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 11 or any other provision of any Credit Document as same relates to the rights or obligations of the Administrative Agent, (53) without the consent of Collateral Agentthe Required Lenders, amendalter the required application of any prepayments or repayments (or commitment reduction), modify or waive any provision relating to as between the rights or obligations various Loans, (4) amend the definition of the Collateral Agent Required Lenders or (65) reduce the percentage contained in amount of, or extend the definitions date of, any Scheduled Term Loan Repayment without the consent of the terms “Required Revolving Lenders” ; and “Required Term Lenders” without provided, further, that any amendment or modification to the prior written Administrative Agent Fee Letter, or waiver of any rights or privileges thereunder, shall only require the consent of each Lender under its respective Facilitythe Borrower and the Administrative Agent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 is in writing signed by the respective Loan Credit Parties party hereto or thereto and signed or consented to in writing by the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Company and Collateral may be released from, the Guarantee Security Documents and the Intercreditor Agreements 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 of Section 9.12(f), and 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 all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided provided, that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(yi) or whose Obligations are being extended in the case of following clause and (i)(xiv)), (i)(xi) extend the final scheduled maturity of any Loan or Note Note, or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date or (y) except as contemplated herein), or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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 Borrowers to select Interest Periods for any Loans in excess of six months at any scheduled repayment of the Term Loanstime when such longer Interest Periods is not available to all Lenders, (ii) release all or substantially all of the Collateral under the Security Documents or release all or substantially all of the value of the Guarantees Guaranty provided by any Guarantor (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) or ), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders Lenders”, (it being understood thatv) consent to the assignment or transfer by Parent or the Borrowers of any of its rights and obligations under this Agreement, with (vi) amend, modify or waive the consent application of payments set forth in Section 5.03(d), 11.03 or Section 13.06 hereof, or (vii) contractually subordinate the payment of Obligations to any other Indebtedness, or except as permitted herein or as provided in the Intercreditor Agreement, contractually subordinate the priority of any of the Required Lenders, additional extensions of credit pursuant Administrative Agent’s Liens 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)Liens securing other Indebtedness; provided further further, that no such change, waiver, discharge or termination shall (1A) increase the Commitments Revolving Loan Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 same relates to the rights or obligations of the Administrative Agent, (C) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (D) 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, (3E) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, Loans or (4F) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative AgentSupermajority Lenders, (51) without amend the definition of “Supermajority Lenders” (it being understood that, with the consent of Collateral Agentthe Required Lenders, amendadditional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date), modify or waive any provision relating (2) increase the advance rates applicable to the rights Borrowing Base over those in effect on the Effective Date (it being understood that the establishment, modification or obligations 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 Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates) or (3) amend or expand any of the Collateral following definitions, in 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 (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, Eligible Credit Card Receivables, Eligible Inventory and or Eligible In Transit Inventory, in each case by the Administrative Agent or (6) reduce the percentage contained in the definitions of accordance with the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each hereof, will not be deemed to require a Supermajority Lender under its respective Facilityconsent).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other 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 Loan Parties party hereto or thereto (or in the case of this Agreement and the Borrower and, to the extent relating to Section 9 that directly and adversely affects any other Loan Party, each such directly and adversely affected Loan Party) and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower may be released from, the Guarantee in accordance with the provisions hereof and the Security Documents thereof without the consent of the other Loan Parties party thereto or the Required Lenders or all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y)) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Term Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Term Note, (y) or reduce the rate or extend the time of payment of interest or Fees fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of applicability of any post-default 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 13.7(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 Loansthereof, (ii) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees Guarantors (except as expressly provided in the Loan Documents) under all the Security Documents or this Agreement, respectively, (iii) amend, modify or waive any provision of this Section 13.12(a12.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or (iv) reduce 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 (1) increase the Term Loan Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 or a mandatory repayment of Loans the Term Loan shall not constitute an increase of the Term Loan Commitment of any Lender, and that an increase in the available portion of any Term Loan Commitment of any Lender shall not constitute an increase of the Term Loan Commitment of such Lender), ) or (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 the Administrative Agent, amend, modify or waive any provision of Section 12 11 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although (A) additional parties may be added to (and annexes may be modified modified) to reflect such additions), and Credit Parties and Subsidiaries of Holdings the Company may be released from, the Guarantee Guaranty and the Security Documents in accordance with the provisions hereof, and (B) the Borrowers shall have the right, without requiring the consent of the Required Administrative Agent or the Lenders or all of (except to the Lendersextent otherwise provided in Section 2.15), as set forth belowto incur the Incremental Commitments and related Loans, in each case in accordance with the express provisions hereof or thereof that otherwise permit such releaseSection 2.15); provided that provided, that, no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clauses (i) and (iii) (but, in the case of such clause (iii), only to the extent relating to following clause (i)), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Commitment Termination Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except (x) in connection with the waiver of applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.16), 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 13.7(a13.07(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or (iv) reduce 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 (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.such

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the U.S. Borrower may be released from, the Guarantee any Subsidiaries Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), than a Defaulting Lender) (with Obligations being directly and adversely affected thereby in the case of the following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) 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 or (other than as a result of any scheduled repayment waiver of the Term Loans (except in connection with the waiver of applicability of any post-default increase in interest rates)) or Fees thereon, or reduce (or forgive) 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 to Section 13.7(a) 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)) , notwithstanding the fact that such amendment or of any scheduled repayment of the Term Loansmodification actually results in such a reduction), (ii) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) amend, modify or waive any provision of this Section 13.12(a) 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 Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce the “majority” voting threshold percentage 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 Effective Date), (v) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement, or (vi) release the Holdings Guaranty or the U.S. Borrower's Guaranty; provided further further, that no such change, waiver, discharge or termination shall (1) amend, modify or waive any condition precedent set forth in Section 7 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (2) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 in the Commitment of such Lender), (23) without the consent of each Issuing LenderLender affected thereby, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (34) without the consent of the Swingline Lender, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (45) without the consent of the Administrative Agenteach 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 the Administrative such Agent, (56) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent Agent, (7) 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, 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Sections 5.01 or 5.02 (excluding Section 5.02(b)) (although 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), (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 Loans and Commitments are included on the Effective Date), (9) 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 Section 2.14 (as originally in effect) 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 2.14 or (610) without the consent of the Supermajority Lenders of the respective Tranche, reduce the percentage contained 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 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 (10)), 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 definitions determination of the terms “Required Revolving Lenders” Supermajority Lenders on substantially the same basis as the extensions of Loans and “Required Term Lenders” without Commitments are included on the prior written consent Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted to enter into such amendments and/or modifications to the Foreign Security Documents which may be required in the discretion of each Lender under its 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 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 FacilityForeign Security Documents.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other 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 Loan Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings 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 express provisions hereof or and thereof that otherwise permit such release) (with a copy of all amendments provided to the Administrative Agent); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender adversely affected thereby (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) or reduce the rate or extend the time of payment of interest interest, premium or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a1.5(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Documents) Guarantors under all the Security Documents or this Agreement, respectively, (iii) amend, modify or waive the pro rata requirement provisions of Section 13.6 and any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or ), (iv) reduce the “majority” voting threshold specified in the definition of “Required 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 Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date)) or (v) amend or modify the currency in which any Commitment, Loan or Note is denominated; provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, Agent or (53) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective FacilityAgent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower may be released from, from the Guarantee Guaranty and the relevant 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(y) and (v) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Note, (y) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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) release all or substantially all of (x) the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan -109- Credit Documents) under all the Security Documents or this Agreement, respectively(y) the guarantees under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce 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 Effective Date)) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the then Administrative Agent, (52) without the consent of the then Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent Agent, (3) except as permitted pursuant to Section 2.16 and in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment or repayment as a result of the actions described below, alter the required application of any prepayments or repayments, as between the various Tranches, pursuant to Section 5.02(g) (it being understood, however, that (A) the Required Lenders may waive, in whole or in part, any such prepayment or repayment, so long as the application, as amongst the various Tranches, of any such prepayment or repayment which is still required to be made is not altered and (B) any conversion of any Tranche of Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (3)), or (64) 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 Loans are included on the Effective Date), or (5) reduce the percentage contained in amount of, or extend the definitions date of, any Scheduled Term Loan Repayment without the consent of the terms “Required Revolving Lenders” and “Required Majority Lenders of the respective Tranche of Term Lenders” without the prior written consent of each Lender under its respective FacilityLoans.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and ) the Subsidiaries of Holdings may be released from, the Guarantee Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), than a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(yi) or whose Obligations are being extended in the case of following clause (i)(xvii)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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 during the continuance of an Event of Default (at which time the Collateral release provisions shall instead be governed by the provisions of Section 14.02(a) hereof) or as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) amend, modify or waive any provision of Section 4.02(h), Section 13.06(d), this Section 13.12(a) 13.12 or Section 14 (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 A Term Loans, B Term Loans and and/or the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce modify the “majority” voting threshold percentage 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 Effective Date); , (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) except during the continuance of an Event of Default (at which time the Subsidiaries Guaranty release provisions shall instead be governed by the provisions of Section 14.02(b)), release all or substantially all of the Subsidiary Guarantors from the Subsidiaries Guaranty, or (vii) contractually subordinate the right of payment of any Lender to any principal, interest (other than the difference between the standard rate of interest and the default rate of interest) or fees payable by the Borrower for the account of such Lender to any other Indebtedness of the Borrower, provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 Issuing Lender, amend, modify or waive any provision of Section 3 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 '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 as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or Agent, (6) without the consent of the Required B Term Loan Lenders, increase the principal amount of the Senior Loans above $48,000,000 (as such amount is reduced on a dollar-for-dollar basis by any principal payments made on the A Term Loans and by any permanent reduction or termination of the Revolving Loan Commitments made pursuant to Section 3.02, 3.03, 4.01 or 4.02, as applicable), or amend or waive the provisions of Section 9.20, or extend the final stated maturity of any Loan (other than the B Term Loans) or reduce the percentage contained specified in the definitions definition of Required B Term Loan Lenders (it being understood that, with the consent of the terms “Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Senior Lenders on substantially the same basis as the extensions of Term Loans and Revolving Lenders” and “Required Term Lenders” Loan Commitments are included on the Effective Date), (7) without the prior consent of each Senior Lender, reduce the percentage specified in the definition of Required Senior Lenders, (8) without the written consent of each Lender under its respective FacilityB Term Loan Lender, reduce the percentage specified in the definition of Required B Term Loan Lenders or (9) without the written consent of each Senior Lender, amend, modify or waive the provisions of Section 4.01(v), unless all Senior Loan Obligations have been indefeasibly paid in full in cash.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 is in writing signed by the respective Loan Credit Parties party hereto or 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 Collateral Agent, as applicable (with the consent of the Required Lenders) and the 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 Holdings the Borrower and Collateral may be released from, the Guarantee Guaranty and the Security Documents and the Intercreditor Agreements in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders or all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided provided, that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(yi) or whose Obligations are being extended in the case of following clause and (i)(xiv)), (i)(xi) extend the final scheduled maturity of any Term Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Note, or reduce the rate or extend the time of payment of scheduled amortization, interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a12.07(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 Term Loans in excess of six months at any scheduled repayment of the Term Loanstime when such longer Interest Periods is not available to all Lenders, (ii) release all or substantially all of the Collateral under the Security Documents or release all or substantially all of the value of the Guarantees Guaranty provided by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a12.12(a) (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 Commitments and the Term Loans and the Revolving Loan Commitments on the Closing Date) or ), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders Lenders” (it being understood that, pursuant to Section 2.14 or with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments and/or Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement and (vi) amend, modify or waive any provision of Sections 10.03 and 12.06 or consent to the subordination in right of payment of any Secured Obligations to any other Indebtedness; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 Term Loans 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 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 the 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 same relates to the rights or obligations of the Administrative Agent, (53) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (64) reduce at any time when there is outstanding more than one Class of Term Loans, amend, modify or waive any provision of this Agreement which adversely impacts one or more Classes in a manner different than that which applies to one or more other Classes, without the percentage contained consent of the Majority Lenders of each Class of such adversely affected Term Loans. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) repay all outstanding Term Loans and terminate all Commitments of such Lender in accordance with Section 4.01(b); provided, that, unless the Term Loans which are repaid or Commitments which are terminated pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the outstanding Term Loans or Commitments of existing Lenders (who in each case must specifically consent thereto), then in the definitions case of any action pursuant to preceding clause (B), (x) the calculation of Required Lenders shall be determined after giving effect to any such repayment or termination, (y) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto and (z) by the terms “Required Revolving Lenders” and “Required Term Lenders” without of such agreement the prior written consent Commitment of each Lender under not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and all Term Loans of any such non-consenting Lender (with accrued and unpaid interest and any breakage costs or other amounts owing to such Lender) shall be repaid in full at such time; provided, further, that the Borrower shall not have the right to replace a Lender or repay its respective FacilityTerm Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks, and Subsidiaries of Holdings 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 express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than, except with respect to following clause (i), than a Defaulting LenderBank) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x)affected), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the a waiver of 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 except to the financial definitions extent repaid in this Agreement or to Section 13.7(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (icash)) or of any scheduled repayment of the Term Loans, (ii) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or 13.12, (iv) reduce the “majority” voting threshold percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Restatement Effective Date)) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.,

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders Banks (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings may be released from, or by the Guarantee and the Security Documents without Administrative Agent with the consent of the Required Lenders or all of Banks) and delivered to the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release)Administrative Agent; provided that no such change, waiver, discharge or termination shall, (a) without the consent of each Lender (other thanaffected Bank, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final any scheduled maturity of any Loan Loan, Unpaid Drawing or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Note, or reduce the rate of interest or fees or extend the time of payment of principal, interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of applicability of any post-default increase in interest rates)fees, or reduce (or forgive) the principal amount thereof (it being understood except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 13.7(a) 2.14 or pursuant to Section 1.2 shall not constitute a reduction in the rate of interest or Fees any fees for the purposes of this clause (ia)) or of any scheduled repayment of the Term Loans, (ii) release all subordinate the Obligations (or substantially all any portion thereof) in right of payment to any other Debt unless such subordination is expressly permitted as of the Collateral Closing Date or (b) without the consent of each Bank (i) release all or substantially all of the value of the Guarantees Guaranties of the Borrower’s Obligations by the Guarantors (except except, in the case of any Guarantor, in connection with the sale of such Guarantor in accordance with the terms of this Agreement or as expressly otherwise provided in the Loan Documents) under all the Security Documents or this Agreement, respectivelySection 5.20), (iiiii) amend, modify or waive any provision of this Section 13.12(a) 10.5, (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or (iviii) reduce the “majority” voting threshold percentage specified in the definition of Required Lenders Banks (it being understood that, (A) with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing DateDate and (B) pursuant to Section 2.16, the Revolving Credit Commitments may be increased), (iv) amend or modify any provision of Section 10.6 to add any additional consent requirements necessary to effect any assignment or participation thereunder, (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend any Section which would alter the pro rata sharing of payments required thereby or (vii) amend or waive any condition precedent to the occurrence of the Effective Date set forth in Section 3.2; provided further provided, further, that no such change, waiver, discharge or termination shall (1) 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, (2) 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, (3) increase the Commitments of any Lender (including any Defaulting Lender) Bank over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 or a mandatory repayment of Loans 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 Lender), (2Bank) 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 the Administrative Agent, amend, modify or waive any provision of Section 12 Article 7 or any other provision as the same relates to the rights or obligations of the Administrative Agent,. If any Bank does not consent to a proposed amendment, waiver, consent or release with respect to any Credit Document that requires the consent of each Bank and that has been approved by the Required Banks, the Borrower may replace such Non-Consenting Bank in accordance with Section 8.7; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (5together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A)(x) none of the Revolving Credit Commitment of such Defaulting Bank, the scheduled maturity of any Loan, Unpaid Drawing or Note of such Defaulting Bank or the time of payment of principal, interest or fees thereon may be increased or extended, and (y) neither the rate of interest or fees nor the principal amount of any Loan, Unpaid Drawing or Note of such Defaulting Bank may be reduced, in each case without the consent of Collateral Agentsuch Defaulting Bank, amendand (B) any amendment, modify waiver, or waive consent hereunder that requires the consent of all Banks or each affected Bank that by its terms disproportionately and adversely affects any provision relating such Defaulting Bank relative to other affected Banks shall require the consent of such Defaulting Bank. Notwithstanding anything to the rights or obligations of the Collateral Agent or contrary in this Agreement, (6i) reduce the percentage contained Incremental Amendments may be effected in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” accordance with Section 2.16 without the prior consent of any Person other than as specified in Section 2.16, (ii) amendments contemplated by Section 2.18 may be effected in accordance with Section 2.18 without the consent of any Person other than as specified in Section 2.18, and (iii) this Agreement may be amended with the written consent of each Lender under the Administrative Agent, the Borrower and the Banks providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that, with respect to this clause (iii), (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus accrued interest, fees and expenses related thereto, (b) neither the Base Rate Margin nor the SOFR Margin for such Replacement Term Loans shall be higher than the respective Base Rate Margin or the SOFR Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall not be materially more restrictive to the Borrower and its respective FacilitySubsidiaries (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent and, if applicable, the Borrower may, without the consent of any Bank, enter into amendments or modifications to this Agreement or any of the other Credit Documents or enter into additional Credit Documents in order to implement any Benchmark Replacement or any Conforming Changes or otherwise effectuate the terms of Section 8.8 in accordance with the terms of Section 8.8.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other 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 Loan Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings 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 express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of applicability of any post-default increase in Table of Contents 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 13.7(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Documents) under all the Security Documents or this Agreement, respectively, (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or (iv) reduce 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 (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although (A) additional parties may be added to (and annexes may be modified modified) to reflect such additions), and Credit Parties and Subsidiaries of Holdings the Company may be released from, the Guarantee Guaranty and the Security Documents in accordance with the provisions hereof, and (B) the Borrowers shall have the right, without requiring the consent of the Required Administrative Agent or the Lenders or all of (except to the Lendersextent otherwise provided in Section 2.15), as set forth belowto incur the Incremental Commitments and related Loans, in each case in accordance with the express provisions hereof or thereof that otherwise permit such releaseSection 2.15); provided that provided, that, no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clauses (i) and (iii) (but, in the case of such clause (iii), only to the extent relating to following clause (i)), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Commitment Termination Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except (x) in connection with the waiver of applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.16), 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 13.7(a13.07(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) or Section 13.06, (iv) reduce 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 Effective Date), (v) consent to the release, assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, (vi) amend Section 2.16 the effect of which is to extend the maturity of Revolving Loan Commitment or Revolving Loans of any Lender without its consent or (vii) amend the priority of payments set forth in Section 7.2(a) of the Pledge and Security Agreement or Section 5.03(d) hereof; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including any a Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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), (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 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 same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent, (7) without the consent of the Supermajority Lenders, (x) 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 extensions of Loans and Revolving Loan Commitments are included on the Effective Date), or (y) increase the advance rates applicable to the Borrowing Base over those in effect on the Effective Date or amend or expand 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 and 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 Collateral Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender under its respective Facilityconsent).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other 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 Loan Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings 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 express provisions hereof or and thereof that otherwise permit such release) (with a copy of all amendments provided to the Administrative Agent); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender adversely affected thereby (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) or reduce the rate or extend the time of payment of interest interest, premium or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a1.5(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Documents) Guarantors under all the Security Documents or this Agreement, respectively, (iii) amend, modify or waive the pro rata requirement provisions of Section 13.6 and any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing ClosingAmendment No. 3 Effective Date) or ), (iv) reduce the “majority” voting threshold specified in the definition of “Required 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 Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing ClosingAmendment No. 3 Effective Date)) or (v) amend or modify the currency in which any Commitment, Loan or Note is denominated; provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce the percentage contained in the definitions definition of the terms term “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facilitythe applicable Revolving Facility or (7) amend, modify or waive this Agreement or the Security Documents so as to alter the ratable treatment of Obligations arising under the Loan Documents and Obligations arising under Swap Agreements or the definition of “Specified Swap Agreement,” “Qualified Counterparty,” “Swap Agreement,” “Obligations,” or “Secured Obligations” (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 any such Qualified Counterparty.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than in accordance with Section 2.19) unless such change, waiver, discharge or termination is in writing signed by the respective Loan Credit Parties party hereto or thereto and the Required Lenders (or by the Administrative Agent at the written direction of the Required Lenders) (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Company (other than the Borrowers) may be released from, the Guarantee relevant Guaranty and the relevant 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(yi), (iii), (iv) or whose Obligations are being extended in the case of following clause and (i)(xvii)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date or (y) unless otherwise cash collateralized in accordance with the terms hereof), or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 Agreement, to Section 13.7(a13.07(a) or as contemplated in clause (65) of the second proviso of this Section 13.12(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) or Section 13.06, (iv) reduce 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 Sixth Amendment Effective Date), (v) increase the advance rates applicable to any Borrowing Base over those in effect on the Sixth Amendment Effective 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 the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vi) consent to the release, assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, (vii) amend, modify or waive the order of application of payments set forth in Section 5.4 of the U.S. Security Agreement or Section 5.6 of the Canadian Security Agreement or (viii) increase the amount of the Total Revolving Loan Commitment in excess of that amount permitted in Section 2.14 (as in effect on the Sixth Amendment Effective Date); provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its such Issuing Lenders’ rights or obligations with respect to Letters of CreditCredit issued by such Issuing Lender, (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 this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent, (554) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent Agent, or (665) reduce without the percentage contained consent of the Supermajority Lenders and, in the definitions case of succeeding sub-clause (y), each Lender whose affiliate is a Lead Arranger hereunder, (x) 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 extensions of Loans and Revolving Loan Commitments are included on the Sixth Amendment Effective Date), (y) amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: any Borrowing Base, Eligible Accounts and Eligible Inventory (including, in each case, the defined terms “Required Revolving Lenders” used therein) (it being understood that the establishment, modification or elimination of Reserves and “Required Term Lenders” without adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the prior written Administrative Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent or the consent of each any Lender under its respective Facilitywhose affiliate is a Lead Arranger hereunder) or (z) amend or modify Section 9.16 other than to extend the date referred to therein in accordance with the terms thereof.

Amendment or Waiver; etc. (a) Neither Except as provided in Section 1.13 with respect to Incremental Commitments, neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty 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 all of the Lenders), as set forth belowprovided that, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), than a Defaulting Lender) (with Obligations being directly and adversely affected in the case of the following clause (i)(yi) or whose Obligations are being extended and in the case of the following clause (i)(xv), to the extent (in the case of the following clause (v)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or a payment under Section 2.04(c) in respect of a participation in excess of its Percentage or would receive a payment or prepayment of Loans, a payment of obligations under Section 2.04(d) or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (v)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Date, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount, or extend the time of payment, of any Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount of any Loan thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.7(a14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)) or of any scheduled repayment of the Term Loans), (ii) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) amend, modify or waive any provision of this Section 13.12(a) 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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce the “majority” voting threshold percentage 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 the Commitments are included on the Closing Effective Date), (v) amend, modify or waive Section 1.06 or the provisions of Section 2.04(c) to the extent relating to the obligation of a Participant to make a payment in an amount equal to its Percentage or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans, payments of obligations under Section 2.04(d) or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans, payments of obligations under Section 2.04 or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (v)), (vi) consent to the assignment or transfer by the Parent or the Borrower of any of their respective rights and obligations under this Agreement or (vii) release any Subsidiary Guarantor from a Subsidiaries Guaranty to the extent same constitutes a Material Subsidiary; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including pursuant to any Defaulting LenderIncremental Commitments) without the consent of such Lender (including any Defaulting 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 Issuing Lender, amend, modify or waive any provision of Section 3 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 as same relates to the rights or obligations of the Administrative Agent, or (54) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective FacilityAgent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty 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 all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided provided, that no such change, waiver, discharge or termination shall, without the consent consent, in the case of following clauses (i) through (vii), of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected thereby in the case of following clause clauses (i)(y) and (vii) or whose Obligations are being extended in the case of following clause (i)(x)) or, in the case of following clause (viii), each SPV being directly affected, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date Loan, or (y) or reduce the rate or extend the scheduled time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(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 Loansthereof, (ii) release all or substantially all of the Collateral under the Security Documents or all or substantially all of the value of the Guarantees Subsidiaries Guaranties (in each case, except as expressly provided in the Loan Credit Documents) under all the , including any Security Documents or this Agreement, respectivelyDocument), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or 12.12(a), (iv) reduce the “majority” voting threshold specified in the definition of Required Lenders Lenders, (it being understood thatv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, with (vi) amend, modify or waive any provision of Section 12.06, (vii) amend, modify, or eliminate the consent definition of Borrowing Base or any of the Required Lendersdefined terms (including the definitions of Eligible Accounts) that are used in such definition to the extent that any such change results in more credit being made available to the Borrower based upon the Borrowing Base, additional extensions but not otherwise, or the definition of credit Revolving Loan Limit, or (viii) modify the protections afforded to an SPV pursuant to this Agreement may be included in the determination provisions of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing DateSection 12.04(d); provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 11 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (53) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective FacilityAgent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent consent, in the case of following clauses (i) through (vi), of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected thereby in the case of following clause clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (i)(x)) or, in the case of following clause (vii), each SPV being directly affected, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date Note, or (y) or reduce the rate or extend the scheduled time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(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 Loansthereof, (ii) release all or substantially all of the Collateral under the Security Documents or all or substantially all of the value of the Guarantees Subsidiaries Guaranties (in each case, except as expressly provided in the Loan Credit Documents) under all the , including any Security Documents or this Agreement, respectivelyDocument), (iii) amend, modify or waive any provision of this Section 13.12(a12.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce 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 Effective Date); , (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision of Section 12.06, except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders with Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders or (vii) modify the protections afforded to an SPV pursuant to the provisions of Section 12.04(d), provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 11 or any other provision as same relates to the rights or obligations of the Administrative Agent, (53) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent 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 on the Effective Date, 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.02(h) (it being understood, however, that (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 Loans into another Tranche of Loans hereunder in like principal amount 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 Loans and Commitments are included on the Effective Date) or (6) reduce the percentage contained in amount of, or extend the definitions date of, any Scheduled Term Loan Repayment without the consent of the terms “Required Revolving Lenders” and “Required Majority Lenders holding Term Lenders” without the prior written consent of each Lender under its respective FacilityLoans.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although (A) additional parties may be added to (and annexes may be modified modified) to reflect such additions), and Credit Parties and Subsidiaries of Holdings the Company may be released from, the Guarantee Guaranty and the Security Documents in accordance with the provisions hereof, and (B) the Borrowers shall have the right, without requiring the consent of the Required Administrative Agent or the Lenders or all of (except to the Lendersextent otherwise provided in Section 2.15), as set forth belowto incur the Incremental Commitments and related Loans, in each case in accordance with the express provisions hereof or thereof that otherwise permit such releaseSection 2.15); provided that provided, that, no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clauses (i) and (iii) (but, in the case of such clause (iii), only to the extent relating to following clause (i)), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Commitment Termination Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except (x) in connection with the waiver of applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.16), 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 13.7(a13.07(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) or Section 13.06, (iv) reduce 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 Effective Date); provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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), (2v) without consent to the consent release, assignment or transfer by any Borrower 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.143 #93457508v14

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although (x) additional parties may be added to (and annexes may be modified to reflect such additions), and and(y) Subsidiaries of Holdings the Borrower may be released from, the Guarantee and Collateral Agreement in accordance with the Security Documents provisions hereof and thereof, and (z) this Agreement only be amended as provided in Section 2.10(d), in each case without the consent of the other Credit Parties party thereto or the Required Lenders or all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan its Maturity Date or (y) Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or (y) reduce the amount of, or of extend the date of, any scheduled repayment Scheduled Term Loan Repayment of the Term Loans, (ii) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Guarantee and Collateral Agreement, respectively, (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce the “majority” voting threshold percentage 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 Effective Date)) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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) 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 in effect on, and after giving effect to, the Effective Date, (x) 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01(a) or 5.02 (excluding Section 5.02(b)) (although, subject to clause (7) below, 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) or (y) without the consent of each Lender of each Tranche which is adversely affected by such amendment, 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 Revolving Loan Commitments are included on the Effective Date), (3) 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or Agent, (6) without the written consent of the Majority Lenders with respect to the Revolving Facility, amend, modify or waive (i) any condition precedent set forth in Section 7 with respect to the making of Revolving Loans or the issuance of Letters or Credit (it being understood that a general waiver of an existing Default or Event of Default by the required Lenders or an amendment approved by the required Lenders that has the effect of “curing” an existing Default or Event of Default and permitting the making of Loans or other extension of credit shall constitute a waiver of a condition precedent governed by this clause), (ii) Section 5.01(a) or 5.02 (excluding Section 5.02(b)) to alter the required application of prepayments or repayments (or Commitment reduction) either in a manner (x) adverse to the RL Lenders or (y) that would alter the priority, or reduce the percentage contained in amount, of any payment received by the definitions RL Lenders or (iii) any provision of Section 10.09 (and any defined terms solely used therein) or any other provision to any Credit Document that has been added solely for the benefit of the terms “Revolving Facility (as may be agreed between the Majority Lenders under the Revolving Facility and the Borrower) (and for the avoidance of doubt, it is understood and agreed that the Required Lenders may not, and nor shall the consent of the Required Lenders be needed to, amend, modify or waive any provision of Section 10.09 (or any defined term solely used therein) or any other provision to any Credit Document that has been added solely for the benefit of the Revolving Lenders” Facility (as may be agreed between the Majority Lenders under the Revolving Facility and “Required Term Lenders” the Borrower)) or (8) without the prior written consent of each Lender under its respective Facilitynon-Defaulting RL Lender, amend, modify or waive Section 5.05 of the Pari Passu Intercreditor Agreement or the Pulitzer Pari Passu Intercreditor Agreement (once in effect) to alter the required application of prepayments or repayments or application of proceeds in a manner adverse to the RL Lenders.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty and the Security Documents (in connection with permitted sales or dispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released) in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders or all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than, except with respect to following clause (i), than a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend extend, waive or postpone the final scheduled maturity of any Loan or Note or extend extend, waive or postpone the stated expiration date of any Letter of Credit beyond the Revolving Loan RF Maturity Date or (y) Date, or reduce the rate or extend extend, waive or postpone the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a12.07(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) release all or substantially all of the Collateral or all or substantially all of under the value of the Guarantees Security Documents (except as expressly provided in the Loan DocumentsCredit Documents (x) under in connection with the termination of commitments hereunder and repayment in full of all amounts owing pursuant hereto and (y) with respect to permitted sales or dispositions of property), or release all or substantially all of the Security Documents Guarantors from the Guaranties (except (x) in connection with the termination of commitments hereunder and repayment in full of all amounts owing pursuant hereto and (y) in the case of Subsidiary Guarantors as expressly provided in the Subsidiaries Guaranty in connection with permitted sales or this Agreement, respectivelydispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released), (iii) amend, modify or waive any provision of this Section 13.12(a) 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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce the “majority” voting threshold percentage 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 Effective Date), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement (it being understood that, in each case with the consent of the Required Lenders, Holdings may be released from the Holdings Guaranty and the Security Documents to which it is a party in connection with the consummation of a Qualified Public Offering or after the establishment of Intermediate Holdco, provided that Intermediate Holdco has taken all action required by Section 8.07) or (vi) amend, modify or waive any provisions of Section 12.06(a) providing for payments to be made ratably by the Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in determining any ratable share pursuant to Section 12.06(a) and adjustments to any such Section may be made consistent therewith); provided further PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 Issuing LenderLetter of Credit Issuer, amend, modify or waive any provision of Section 3 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 's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative respective Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative such Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent Agent, or (6) reduce the percentage contained amount of, or extend the date of, any Scheduled Repayment without the consent of the Supermajority Lenders holding Term Loans, or amend the definition of Supermajority Lenders without the consent of the Supermajority Lenders holding Term Loans (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the definitions determination of the terms “Required Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Lenders” Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above, the provisions of Section 12.18 hereof may be modified (and “Required Term Lenders” without may only be modified) in accordance with the prior written consent express requirements of each Lender under its respective FacilitySection 12.18(b) as originally in effect.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent consent, in the case of following clauses (i) through (vi), of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected thereby in the case of following clause clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (i)(x)) or, in the case of following clause (vii), each SPV being directly affected, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date Date, or (y) or reduce the rate or extend the scheduled time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(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 Loansthereof, (ii) release all or substantially all of the Collateral under the Security Documents or all or substantially all of the value of the Guarantees Subsidiaries Guaranties (in each case, except as expressly provided in the Loan Credit Documents) under all the , including any Security Documents or this Agreement, respectivelyDocument), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce 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 Effective Date); , (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision of Section 13.06, except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders with Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders or (vii) modify the protections afforded to an SPV pursuant to the provisions of Section 13.04(d), provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the percentage contained same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Effective Date, 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.02(h) (it being understood, however, that (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 Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (6)), (7) 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 definitions determination of the terms “Required Revolving Lenders” Majority Lenders on substantially the same basis as the extensions of Loans and “Required Term Lenders” Commitments are included on the Effective Date), (8) without the prior written consent of the Majority Lenders with Revolving Commitments (and/or Revolving Obligations, as applicable), amend, modify or waive any condition precedent set forth in Section 7 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, (9) without the written consent of the Majority Lenders holding Revolving Loans and/or Revolving Loan Commitments (and/or Revolving Obligations, as applicable) and the Majority Lenders holding Term Loans, increase the Total Revolving Loan Commitment to an amount in excess of $25,000,000, (10) without consent of each Lender under its respective Facility.holding Revolving Loans and/or Revolving Loan Commitments (and/or Revolving Obligations, as applicable), amend, modify or waive the provisions of Section 5.02(l), 13.06(d) or Section 6.4 of the Security Agreement in a manner adversely affecting the priority status of the Secured Obligations owing to the RL Lenders, or (11) reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment without the consent of the Majority Lenders holding Term Loans. 110

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although (A) additional parties may be added to (and annexes may be modified modified) to reflect such 143 additions), and Credit Parties and Subsidiaries of Holdings the Company may be released from, the Guarantee Guaranty and the Security Documents in accordance with the provisions hereof, and (B) the Borrowers shall have the right, without requiring the consent of the Required Administrative Agent or the Lenders or all of (except to the Lendersextent otherwise provided in Section 2.15), as set forth belowto incur the Incremental Commitments and related Loans, in each case in accordance with the express provisions hereof or thereof that otherwise permit such releaseSection 2.15); provided that provided, that, no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clauses (i) and (iii) (but, in the case of such clause (iii), only to the extent relating to following clause (i)), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Commitment Termination Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except (x) in connection with the waiver of applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.16), 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 13.7(a13.07(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) or Section 13.06, (iv) reduce 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 Effective Date), (v) consent to the release, assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, (vi) amend Section 2.16 the effect of which is to extend the maturity of Revolving Loan Commitment or Revolving Loans of any Lender without its consent or (vii) amend the priority of payments set forth in Section 7.2(a) of the Pledge and Security Agreement or Section 5.03(d) hereof; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including any a Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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), (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 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 same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent, (7) without the consent of the Supermajority Lenders, (x) 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 extensions of Loans and Revolving Loan Commitments are included on the Effective Date), or (y) increase the advance rates applicable to the Borrowing Base over those in effect on the Effective Date or amend or expand any of the following definitions, in each case the effect of which would be to increase 144 the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts and 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 Collateral Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender under its respective Facilityconsent).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than in accordance with Section 2.19) unless such change, waiver, discharge or termination is in writing signed by the respective Loan Credit Parties party hereto or thereto and the Required Lenders (or by the Administrative Agent at the written direction of the Required Lenders) (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Company (other than the Borrowers) may be released from, the Guarantee relevant Guaranty and the relevant 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(yi), (iii), (iv) or whose Obligations are being extended in the case of following clause and (i)(xvii)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date or (y) unless otherwise cash collateralized in accordance with the terms hereof), or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 Agreement, to Section 13.7(a13.07(a) or as contemplated in clause (6) of the second proviso of this Section 13.12(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) or Section 13.06, (iv) reduce 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 Effective Date), (v) increase the advance rates applicable to any Borrowing Base over those in effect on the Effective 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 the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vi) consent to the release, assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, (vii) amend, modify or waive the order of application of payments set forth in Section 5.4 of the U.S. Security Agreement or Section 5.6 of the Canadian Security Agreement or (viii) increase the amount of the Total Revolving Loan Commitment in excess of that amount permitted in Section 2.14 (as in effect on the Effective Date); provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its such Issuing Lenders’ rights or obligations with respect to Letters of CreditCredit issued by such Issuing Lender, (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 this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit -153- Documents relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce without the percentage contained consent of the Supermajority Lenders and, in the definitions case of succeeding sub-clause (y), each Lender whose affiliate is a Lead Arranger hereunder, (x) 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 extensions of Loans and Revolving Loan Commitments are included on the Effective Date), (y) amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: any Borrowing Base, Eligible Accounts and Eligible Inventory (including, in each case, the defined terms “Required Revolving Lenders” used therein) (it being understood that the establishment, modification or elimination of Reserves and “Required Term Lenders” without adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the prior written Administrative Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent or the consent of each any Lender under its respective Facilitywhose affiliate is a Lead Arranger hereunder) or (z) amend or modify Section 9.16 other than to extend the date referred to therein in accordance with the terms thereof.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Administrative Borrower may be released from, the Guarantee Guaranty 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 all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided provided, that no such change, waiver, discharge or termination shall, without the consent consent, in the case of following clauses (i) through (vi), of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected thereby in the case of following clause clauses (i)(y) and (vii) or whose Obligations are being extended in the case of following clause (i)(x)), in the case of following clause (vii), with the consent of the Super Majority Lenders, or, in the case of following clause (viii), each SPV being directly affected, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date Loan, or (y) or reduce the rate or extend the scheduled time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(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 Loansthereof, (ii) release or subordinate all or substantially all of the Collateral under the Security Documents or all or substantially all of the value of the Guarantees Subsidiaries Guaranties (in each case, except as expressly provided in the Loan Credit Documents) under all the , including any Security Documents or this Agreement, respectivelyDocument), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or 12.12(a), (iv) reduce the “majority” voting threshold specified in the definition of Required Lenders Lenders, (it being understood thatv) consent to the assignment or transfer by the Borrowers of any of their rights and obligations under this Agreement, with the consent (vi) amend, modify or waive any provision of Section 12.06, Section 6.4 of the Required LendersSecurity Agreement or Section 9 of the Pledge Agreement (or the corresponding section of any Additional Security Document), additional extensions (vii) amend, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts) that are used in such definition to the extent that any such change results in more credit being made available to the Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Revolving Loan Limit, or (viii) modify the protections afforded to an SPV pursuant to this Agreement may be included in the determination provisions of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing DateSection 12.04(d); provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 11 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (53) without the consent of ​ 141 ​ Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective FacilityAgent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than in accordance with the last paragraph of Section 2.10(a) or Section 2.19) unless such change, waiver, discharge or termination is in writing signed by the respective Loan Credit Parties party hereto or thereto and the Required Lenders (or by the Administrative Agent at the written direction of the Required Lenders) (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Company (other than the Borrowers) may be released from, the Guarantee relevant Guaranty and the relevant 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 all of the Lenders)), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(yi), (iii), (iv) or whose Obligations are being extended in the case of following clause and (i)(xvii)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date or (y) unless otherwise cash collateralized in accordance with the terms hereof), or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 Agreement, to the last paragraph of Section 2.10(a), Section 13.07(a) or to as contemplated in clause (6) of the second proviso of this Section 13.7(a13.12(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) ), Section 13.06 or any provision of Section 2.09 that expressly requires the consent of all Lenders, (iv) reduce 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 Effective Date), (v) increase the advance rates applicable to any Borrowing Base over those in effect on the Effective 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 the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vi) consent to the release, assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, or (vii) amend, modify or waive the order of application of payments set forth in Section 5.03(d), Section 5.03(e), Section 5.4 of the U.S. Security Agreement, Section 5.4 of the Dutch General Security Agreement, Section 5.3 of the Dutch Inventory Security Agreement or Section 6.3 of the Dutch Receivables Security Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration scheduled maturity date of any the Revolving Loan Commitment of any Lender (including any Defaulting Lender) then in effect without the consent of such Lender (including any Defaulting 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), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its such Issuing Lenders’ rights or obligations with respect to Letters of CreditCredit issued by such Issuing Lender, (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 this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce without the percentage contained consent of the Supermajority Lenders, (x) 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 definitions determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date) or (y) amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: any Borrowing Base, Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory (including, in each case, the defined terms “Required Revolving Lenders” used therein) (it being understood that the establishment, modification or elimination of Reserves and “Required Term Lenders” without adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory, in each case by the prior written consent of each Administrative Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender under its respective Facilityconsent).

Amendment or Waiver; etc. u> (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and (A) in the case of (x) any amendment, modification or waiver of Sections 1.01(g) (or any of the definitions used in establishing reserves thereunder (provided that no amendment, modification or waiver of any such definition pursuant to this clause (A) shall allow for extensions of credit pursuant to the Total Revolving Loan Commitment at any time to exceed the amount of the Total Revolving Loan Commitment at such time)), 4.03(b) through 4.03(f), inclusive (or any of the definitions used therein affecting the cash dominion requirements set forth in Section 5) 8.01(n), 8.01(o), 8.14A, 9.03A, 9.04A, 9.05A, 9.06A, 9.08 (or any of the financial definitions used in determining compliance with Section 9.08 (but only for purposes of Section 9.08)), Section 9.10A, Section 10.03 (to the extent providing for or relating to any Revolver Event of Default), the definition of Borrowing Base, Compliance Period, Discretionary Amount, Discretionary Uses, Dominion Period, Excess Availability, Fixed Charge Coverage Ratio, Fixed Charges, Payment Conditions, Revolver Event of Default or any of the definitions used in determining the amount of any Borrowing Base (provided that no amendment, modification or waiver of any such definition pursuant to this clause (A) shall allow for extensions of credit pursuant to the Total Revolving Loan Commitment at any time to exceed the amount of the Total Revolving Loan Commitment at such time) or any provision of clause (x) of the remedies paragraph following Section 10.13, (y) any waiver of any Revolver Event of Default or (z) any amendment, modification or waiver of any condition precedent set forth in Section 6 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, the ABL Required Lenders, (B) in the case of (x) any amendment, modification or waiver of Sections 8.14B, 9.03B, 9.04B, 9.06B or 9.10B, Section 10.03 (to the extent providing for or relating to any TL Event of Default), the definition of TL Event of Default, any provision of clause (y) of the remedies paragraph following Section 10.13 or (y) any waiver of any TL Event of Default, the TL Required Lenders and (C) 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, the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings Exide U.S. may be released from, from the Guarantee Subsidiaries 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), than a Defaulting Lender) (with Obligations being directly and adversely affected thereby in the case of the following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Date, or reduce the rate or extend the time of payment of interest or Fees thereon or (other than as a result of any scheduled repayment waiver of the Term Loans (except in connection with the waiver of applicability of any post-default increase in interest rates)) or Fees thereon, or reduce (or forgive) forgive 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 to Section 13.7(a) shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)) , notwithstanding the fact that such amendment or of any scheduled repayment of the Term Loansmodification actually results in such a reduction), (ii) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) amend, modify or waive any provision of this Section 13.12(a) 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 U.S. Borrower Term Loans, European Borrower U.S. Dollar Term Loans, European Borrower Euro Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce the “majority” voting threshold percentage 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 Effective Date), (v) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement or (vi) release Exide U.S.’s Guaranty; provided further further, that no such change, waiver, discharge or termination shall (1p) without the consent of the Fronting Lender, amend, modify or waive any provision of Section 16 or alter its rights or obligations with respect to Specified Foreign Currency Loans, (q) without the consent of the Supermajority Lenders of the affected Tranche, increase the advance rate percentages contained in the definition of “U.S. Borrowing Base” or “Foreign Borrowing Base” from the percentages set forth in such definitions in Section 11 on the Effective Date (or as same may be amended from time to time pursuant to this clause (q)) in a manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent or the Collateral Agent, (r) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 in the Commitment of such Lender), (2s) without the consent of each Issuing LenderLender affected thereby, amend, modify or waive any provision of Section 3 2 or alter its rights or obligations with respect to Letters of Credit, (3t) without the consent of the Swingline Lender, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4u) without the consent of the Administrative Agenteach 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 the Administrative such Agent, (5v) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent Agent, (w) 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, 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although 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), (x) 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 Loans and Commitments are included on the Effective Date), (y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to Section 1.14 (as originally in effect) 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 or (6z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the percentage contained amount of or extend the date of, any Scheduled Repayment, (except that, if additional 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 (z)), 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 definitions determination of the terms “Required Revolving Lenders” Supermajority Lenders on substantially the same basis as the extensions of Loans and “Required Term Lenders” Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a) or any other provision of any Credit Document, the Administrative Agent may (but shall not be required to) make, without the prior written consent of each Lender under the Lenders, and Exide U.S. agrees to enter into and deliver (and to cause its respective Facility.Subsidiaries to enter into and deliver) any amendments, supplements or other modifications to any Credit Document, which the Administrative Agent shall determine in its sole discretion are of a formal, minor or technical nature and would not be materially adverse to the interests of any Lend

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although (A) additional parties may be added to (and annexes may be modified modified) to reflect such additions), and Credit Parties and Subsidiaries of Holdings the Company may be released from, the Guarantee Guaranty and the Security Documents in accordance with the provisions hereof, and (B) the Borrowers shall have the right, without requiring the consent of the Required Administrative Agent or the Lenders or all of (except to the Lendersextent otherwise provided in Section 2.15), as set forth belowto incur the Incremental Commitments and related Loans, in each case in accordance with the express provisions hereof or thereof that otherwise permit such releaseSection 2.15); provided that provided, that, no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clauses (i) and (iii) (but, in the case of such clause (iii), only to the extent relating to following clause (i)), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Commitment Termination Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except (x) in connection with the waiver of applicability of any post-default increase in interest ratesrates and (y) extensions expressly permitted by Section 2.16), 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 13.7(a13.07(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) or Section 13.06, (iv) reduce 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 Effective Date), (v) consent to the release, assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, (vi) amend Section 2.16 the effect of which is to extend the maturity of Revolving Loan Commitment or Revolving Loans of any Lender without its consent or (vii) amend the priority of payments set forth in Section 8.1(a) of Security Agreement or Section 5.03(d) hereof; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including any a Defaulting Lender) over the amount thereof 136 then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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), (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 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 same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent or (6) reduce without the percentage contained consent of the Supermajority Lenders, (x) 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 definitions determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date), or (y) increase the advance rates applicable to the Borrowing Base over those in effect on the Effective Date or amend or expand 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 and Eligible Inventory (including, in each case, the defined terms “Required Revolving Lenders” used therein) (it being understood that the establishment, modification or elimination of Reserves and “Required Term Lenders” without adjustment, establishment and (to the prior written consent extent established after the Effective Date) elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Collateral Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender under its respective Facilityconsent).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties (other than foreign borrowers) may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower may be released from, from the Guarantee Subsidiaries Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(yi) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Date, (y) reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment in respect of the applicable Tranche of Term Loans, or (z) reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) release all or substantially all of the Guarantors (except as expressly provided in the Credit Documents) from the Guaranties, (iv) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (ivv) reduce 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 Effective Date), or (vi) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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) 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 on the Effective Date, (x) with out 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 in this sub-clause (x), alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01(a) or 5.02(g) (it being understood, however, that (a) 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 (b) any conversion of any Tranche of Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (2)), (3) without the consent of the Majority Lenders of each Tranche which is adversely affected by such amendment, 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 Revolving Loan Commitments are included on the Effective Date), (4) 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, (35) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (46) without the written consent of the Majority Lenders with Revolving Loans and/or Revolving Commitments, amend, modify or waive any condition precedent set forth in Section 7 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, (7) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) 8) 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 (69) reduce the percentage contained except as otherwise provided in the definitions this Agreement (including, without limitation, pursuant to Sections 2.16, 2.17, 2.18, 4.02(b), 4.02(c), and 5.01(b)), with respect to any voluntary or mandatory prepayment or repayment of the terms “Required Revolving Lenders” and “Required Term Lenders” Loans of any Tranche pursuant to Section 5.01, 5.02(c), 5.02(d), 5.02(e) or 5.02(f), effect a non-pro rata prepayment or repayment of such Loans of any Lender under such Tranche which would result in any such Lender receiving less than its pro rata share thereof without the prior written consent of each Lender under its respective Facilitysuch Lender.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 respective Loan Credit Parties party hereto and signed or thereto and consented to in writing by the Required Lenders (provided, that no such change, waiver, discharge or termination shall be effective as it relates to the Agents until such time as the Administrative Agent has received an executed copy thereof) 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 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 Holdings the Borrower and Collateral may be released from, the Guarantee Guaranty and the Security Documents and the Subordination Agreement in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders or all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided provided, that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(yi) or whose Obligations are being extended in the case of following clause and (i)(xiv)), (i)(xi) extend the final scheduled maturity of any Term Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Note, or reduce the rate or extend the time of payment of scheduled amortization, interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a12.07(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 Term Loans in excess of six months at any scheduled repayment of the Term Loanstime when such longer Interest Periods is not available to all Lenders, (ii) release all or substantially all of the Collateral under the Security Documents or release all or substantially all of the value of the Guarantees Guaranty provided by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a12.12(a) (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 Commitments and the Term Loans and the Revolving Loan Commitments on the Closing Date) or ), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders Lenders” (it being understood that, pursuant to Section 2.14 or with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments and/or Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement and (vi) amend, modify or waive any provision of Sections 10.03 and 12.06 or consent to the subordination in right of payment of any Secured Obligations to any other Indebtedness; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 Term Loans 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 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 the 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 same relates to to, or affects, the rights or obligations of the Administrative Agent, (53) without the consent of the Collateral Agent, amend, modify or waive any provision relating to of Section 11 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 Agent, (4) at any time when there is outstanding more than one Class of Term Loans, amend, modify or waive any provision of this Agreement which adversely impacts one or more Classes in a manner different than that which applies to one or more other Classes without the consent of the Majority Lenders of each Class of such adversely affected Term Loans or (65) reduce [reserved]; provided, further, that any amendment or modification to the percentage contained Agent Fee Letter, or waiver of any rights or privileges thereunder, shall only require the consent of the Borrower and the Agents party thereto. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) repay all outstanding Term Loans and terminate all Commitments of such Lender in accordance with Section 4.01(b); provided, that, unless the Term Loans which are repaid or Commitments which are terminated pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the outstanding Term Loans or Commitments of existing Lenders (who in each case must specifically consent thereto), then in the definitions case of any action pursuant to preceding clause (B), (x) the calculation of Required Lenders shall be determined after giving effect to any such repayment or termination, (y) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto and (z) by the terms “Required Revolving Lenders” and “Required Term Lenders” without of such agreement the prior written consent Commitment of each Lender under not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and all Term Loans of any such non-consenting Lender (with accrued and unpaid interest and any breakage costs or other amounts owing to such Lender) shall be repaid in full at such time; provided, further, that the Borrower shall not have the right to replace a Lender or repay its respective FacilityTerm Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may 126 be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty and the Security Documents (in connection with permitted sales or dispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released) in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders or all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than, except with respect to following clause (i), than a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend extend, waive or postpone the final scheduled maturity of any Loan or Note or extend extend, waive or postpone the stated expiration date of any Letter of Credit beyond the Revolving Loan RF Maturity Date or (y) Date, or reduce the rate or extend extend, waive or postpone the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a12.07(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) release all or substantially all of the Collateral or all or substantially all of under the value of the Guarantees Security Documents (except as expressly provided in the Loan DocumentsCredit Documents (x) under in connection with the termination of commitments hereunder and repayment in full of all amounts owing pursuant hereto and (y) with respect to permitted sales or dispositions of property), or release all or substantially all of the Security Documents Guarantors from the Guaranties (except (x) in connection with the termination of commitments hereunder and repayment in full of all amounts owing pursuant hereto and (y) in the case of Subsidiary Guarantors as expressly provided in the Subsidiaries Guaranty in connection with permitted sales or this Agreement, respectivelydispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released), (iii) amend, modify or waive any provision of this Section 13.12(a) 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 Term Loans and the Revolving Loan Commitments on the Closing Restatement Effective Date) or ), (iv) reduce the “majority” voting threshold percentage 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 Restatement Effective Date), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement (it being understood that Holdings may be released from the Holdings Guaranty and the Security Documents to which it is a party (x) so long as the consent of the Required Lenders is obtained, in connection with the consummation of a Qualified Public Offering or (y) after the establishment of Intermediate Holdco, provided that Intermediate Holdco has taken all action required by Section 7.10) or (vi) amend, modify or waive any provisions of Section 12.06(a) providing for payments to be made ratably by the Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in determining any ratable share pursuant to Section 12.06(a) and adjustments to any such Section may be made consistent therewith); provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 127 any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Issuing LenderLetter of Credit Issuer, amend, modify or waive any provision of Section 3 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 respective Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative such Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent Agent, or (6) reduce the percentage contained amount of, or extend the date of, any Scheduled Repayment without the consent of the Majority Lenders holding Term Loans, or amend the definition of Majority Lenders without the consent of the Majority Lenders holding Term Loans (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the definitions determination of the terms “Required Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Lenders” Commitments are included on the Restatement Effective Date). Notwithstanding anything to the contrary contained above, the provisions of Section 12.17 hereof may be modified (and “Required Term Lenders” without may only be modified) in accordance with the prior written consent express requirements of each Lender under its respective FacilitySection 12.17(b) as originally in effect on the Restatement Effective Date.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (i)(x))) in each case in lieu of the consent of the Required Lenders, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Note, (y) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a12.07(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) amend, modify or waive any provision of this Section 13.12(a12.12(a) (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 B Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce 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 B 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 or (vi) amend, modify or waive any provision of Section 12.06, except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders with Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (3) [Reserved], (4) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the B Term Loans pursuant to this Agreement on the Effective Date, 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.02(f) (it being understood, however, that (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 Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations Majority Lenders of the Collateral Agent 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 Loans and Commitments are included on the Effective Date), or (6) reduce the percentage contained in amount of, or extend the definitions of the terms “Required Revolving Lenders” and “Required date of, any Scheduled Term Lenders” Loan Repayment without the prior written consent of each Lender under its respective Facilityaffected Lender.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent consent, in the case of following clauses (i) through (vi), of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected thereby in the case of following clause clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (i)(x)) or, in the case of following clause (vii), each SPV being directly affected, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date Note, or (y) or reduce the rate or extend the scheduled time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(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 Loansthereof, (ii) release all or substantially all of the Collateral under the Security Documents or all or substantially all of the value of the Guarantees Subsidiaries Guaranties (in each case, except as expressly provided in the Loan Credit Documents) under all the , including any Security Documents or this Agreement, respectivelyDocument), (iii) amend, modify or waive any provision of this Section 13.12(a12.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce 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 Effective Date); , (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision of Section 12.06, except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders with Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders or (vii) modify the protections afforded to an SPV pursuant to the provisions of Section 12.04(d), provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent and the Collateral Agent, amend, modify or waive any provision of Section 12 11 or any other provision as same relates to the rights or obligations of the Administrative Agent and the Collateral Agent, (53) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent 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 on the Effective Date, 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.02(h) (it being understood, however, that (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 Loans into another Tranche of Loans hereunder in like principal amount 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 Loans and Commitments are included on the Effective Date) or (6) reduce the percentage contained in amount of, or extend the definitions date of, any Scheduled Term Loan Repayment without the consent of the terms “Required Revolving Lenders” and “Required Majority Lenders holding Term Lenders” without the prior written consent of each Lender under its respective FacilityLoans.

Amendment or Waiver; etc. (a) Neither Subject to Section 2.21 and Section 2.22, neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)) and, and other than as further set forth below, Subsidiaries of Holdings the US Company may be released deleted from, the Guarantee Guaranty 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 all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(xi)), (i)(xi) extend the final scheduled maturity of any Loan or Note Note, extend the final expiration date of the Revolving Loan Commitment of any Lender, or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date or (y) Date, or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) or ), (iv) reduce 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 Effective Date), (v) consent to the assignment, release or transfer by US Company or any other Borrower of any of their rights and obligations under this Agreement, (vi) amend, change or modify this Agreement or any Security Document in any manner that would change the effect of Section 5.03(d) hereof, Section 8.4 of the US Security Agreement, Section 9 of the US Pledge Agreement, Clause 19 of the UK Debentures, Clause 14 of the UK Share Charges, Section 8.7 of the Canadian Security Agreement, Section 21(15) of the Canadian Share Pledge Agreement or any similar provision of any Security Document, (vii) amend, change or modify the provisions of Section 2.17 or 5.02(a)(i), (ii), (iii), (iv), (v) or (vi); or (viii) subordinate the Liens granted for the benefit of the Secured Creditors in respect of the Collateral under any of the Security Documents (except as set forth in Section 12.10(b)); provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including including, for the avoidance of doubt, any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 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 this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent, (5) 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 (6) reduce without the consent of the Supermajority Lenders, (w) release any Guarantor with assets in the US Borrowing Base, UK Borrowing Base or Canadian Borrowing Base from any obligations arising under the Guarantees, (x) 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 extensions of Loans and Revolving Loan Commitments are included on the Effective Date), (y) amend the definition of Aggregate Borrowing Base, US Borrowing Base, UK Borrowing Base or Canadian Borrowing Base (or, in each case, any defined terms as used therein) as such definitions are set forth herein on the Effective Date (or as same may be amended from time to time pursuant to this clause (y)) in any manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Container Fleet Inventory, Eligible Cabin Fleet Inventory, Eligible Container Inventory Held For Sale, Eligible Goods Inventory, Eligible Machinery and Equipment, Eligible Raw Materials Inventory, Eligible Real Property, Eligible Trailer Fleet Inventory and Eligible Work-In-Process Container Inventory, in each case by the Administrative Agent or the Collateral Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates) or (z) increase the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective FacilityUS Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(i).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additionsor, in the case of Section 3.03(c), and Subsidiaries of Holdings may be released fromthe Majority Lenders), 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 express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), than a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(yi)) or whose Obligations are being extended and in the case of the following clause (i)(xv), to the extent (in the case of the following clause (v)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (v)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) Note, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereon Note or of any scheduled repayment of the Term Loans Commitment Commission (except in connection with the waiver of applicability of any post-default increase in interest rates), rates or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.7(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (icash)) or of any scheduled repayment of the Term Loans, (ii) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Documents) under all the Security Documents or this Agreement, respectively, (iii) amend, modify or waive any provision of this Section 13.12(a) 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 Term Loans and the Revolving Loan Commitments on the Closing Date) or (iviii) reduce the “majority” voting threshold percentage specified in the definition of Required Lenders or 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 Required Lenders and Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (iv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, (v) amend, modify or waive Section 1.06 or amend, modify or waive any other provision in this Agreement to the extent providing for payments or prepayments of Loans or reductions in Commitments, in each case, to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in Commitments (it being understood that the provision of additional extensions of credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (v)), or (vi) amend, waive or modify any condition precedent to the Availability Date set forth in Section 6; provided further provided, further, that no such change, waiver, discharge or termination shall (1t) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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), (2u) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 2 or alter its rights or obligations with respect to Letters of Credit, (3v) 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 each Agent, 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 the Administrative Agent, such Agent or (5w) without the consent of Collateral Agentthe Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective FacilitySwingline Lender.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties (other than foreign borrowers) may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Borrower may be released from, from the Guarantee Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(yi) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note Note, (y) reduce the amount of, or extend the stated expiration date of, any Scheduled Term Loan Repayment in respect of any Letter the applicable Tranche of Credit beyond the Revolving Loan Maturity Date Term Loans, or (yz) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a13.07(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) release all or substantially all of the Guarantors (except as expressly provided in the Credit Documents) from the Guaranty, (iv) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (ivv) reduce 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 or other credit facilities 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 Effective Date), (vi) amend, modify or waive any provision of Section 13.06) or (vii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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, 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[reserved], (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights Administrative Agent (which consent shall not be unreasonably withheld or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agentdelayed), amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (54) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent (which consent shall not be unreasonably withheld or delayed), (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 on the Effective Date, 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, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.02(f) (it being understood, however, that (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 Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (5)), (6) reduce without the percentage contained 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 definitions determination of the terms “Required Revolving Lenders” Majority Lenders on substantially the same basis as the extensions of Loans and “Required Term Lenders” Commitments are included on the Effective Date) or (7) without the prior written consent of each Lender Hedge Bank, amend, modify or waive (i) the provisions of Section 18(a) of the Security Agreement, in a manner adversely affecting the priority status of the Secured Obligations under its respective Facilitythe Secured Interest Rate Protection Agreements or (ii) the provisions of Section 13.20 of this Agreement.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than in accordance with the last paragraph of Section 2.10(ab) or Section 2.19) unless such change, waiver, discharge or termination is in writing signed by the respective Loan Credit Parties party hereto or thereto and the Required Lenders (or by the Administrative Agent at the written direction of the Required Lenders) (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings the Company (other than the Borrowers) may be released from, the Guarantee relevant Guaranty and the relevant 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 all of the Lenders)), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(yi), (iii), (iv) or whose Obligations are being extended in the case of following clause and (i)(xvii)), (i)(xi) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date or (y) unless otherwise cash collateralized in accordance with the terms hereof), or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 Agreement, to the last paragraph of pursuant to Section 13.7(a2.10(ab), Section 13.07(a) or as contemplated in clause (6) of the second proviso of this Section 13.1213.13(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) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) or release all or substantially all of the value of the Guarantees Guaranty made by the Guarantors (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectively), (iii) amend, modify or waive any provision of this Section 13.12(a13.1213.13(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to 191 such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date) ), Section 13.0613.07 or any provision of Section 2.09 that expressly requires the consent of all Lenders, (iv) reduce 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 Effective Date), (v) increase the advance rates applicable to any Borrowing Base over those in effect on the Effective 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 the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vi) consent to the release, assignment or transfer by any Borrower of any of its rights and obligations under this Agreement, or (vii) amend, modify or waive the order of application of payments set forth in Section 5.03(de), Section 5.03(f), Section 5.03(eg), Section 5.4 of the U.S. Security Agreement, Section 5.4 of the Dutch General Security Agreement, Section 5.3 of the Dutch Inventory Security Agreement or Section 6.3 of the Dutch Receivables Security Agreement or Section 17.1 of the UK Security Agreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration scheduled maturity date of any the Revolving Loan Commitment of any Lender (including any Defaulting Lender) then in effect without the consent of such Lender (including any Defaulting 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), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its such Issuing Lenders’ rights or obligations with respect to Letters of CreditCredit issued by such Issuing Lender, (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 this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent or Agent, (6) reduce without the percentage contained consent of the Supermajority Lenders, (x) 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 definitions determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date) or (y) amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: any Borrowing Base, Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory (including, in each case, the defined terms “Required Revolving Lenders” used therein) (it being understood that the establishment, modification or elimination of Reserves and “Required Term Lenders” without adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory, in each case by the prior written consent of each Administrative Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender under its respective Facilityconsent).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Administrative Borrower may be released from, the Guarantee Guaranty 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 all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided provided, that no such change, waiver, discharge or termination shall, without the consent consent, in the case of following clauses (i) through (vi), of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected thereby in the case of following clause clauses (i)(y) and (vii) or whose Obligations are being extended in the case of following clause (i)(x)), in the case of following clause (vii), with the consent of the Super Majority Lenders, or, in the case of following clause (viii), each SPV being directly affected, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date Loan, or (y) or reduce the rate or extend the scheduled time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(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 Loansthereof, (ii) release or subordinate all or substantially all of the Collateral under the Security Documents or all or substantially all of the value of the Guarantees Subsidiaries Guaranties (in each case, except as expressly provided in the Loan Credit Documents) under all the , including any Security Documents or this Agreement, respectivelyDocument), (iii) amend, modify or waive any provision of this Section 13.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Date) or 12.12(a), (iv) reduce the “majority” voting threshold specified in the definition of Required Lenders Lenders, (it being understood thatv) consent to the assignment or transfer by the Borrowers of any of their rights and obligations under this Agreement, with the consent (vi) amend, modify or waive any provision of Section 12.06, Section 6.4 of the Required LendersSecurity Agreement or Section 9 if the Pledge Agreement (or the corresponding section of any Additional Security Document), additional extensions (vii) amend, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts) that are used in such definition to the extent that any such change results in more credit being made available to the Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Revolving Loan Limit, or (viii) modify the protections afforded to an SPV pursuant to this Agreement may be included in the determination provisions of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing DateSection 12.04(d); provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 11 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (53) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.Agent. 133

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan 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 Loan Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of Holdings the Borrower may be released from, the Guarantee Subsidiaries Guaranty 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 all of the Lenders), as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (i)(x))) in each case in lieu of the consent of the Required Lenders, (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or Note, (y) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of 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 13.7(a12.07(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) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Credit Documents) under all the Security Documents or this Agreement, respectivelyDocuments, (iii) amend, modify or waive any provision of this Section 13.12(a12.12(a) (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 Term Loans and the Revolving Loan Commitments on the Closing Effective Date) or ), (iv) reduce 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 Effective Date), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement or (vi) amend, modify or waive any provision of Section 12.06, except in connection with an amendment that provides for a prepayment of Loans by the Borrower (offered ratably to all Lenders with Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting 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 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 the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (53) [Reserved], (4) 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 pursuant to this Agreement on the Effective Date, without the consent of Collateral Agentthe Majority Lenders of each Tranche which is being allocated a lesser prepayment, amend, modify repayment or waive any provision relating to the rights or obligations commitment reduction as a result of the Collateral Agent actions described below, alter the required application of any prepayments or repayments (6or commitment reduction), as between the various Tranches, pursuant to Section 4.02(f) reduce (it being understood, however, that (x) the percentage contained Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the definitions application, as amongst the various Tranches, of the terms 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 Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “Required Revolving Lendersprepayment” and or “Required Term Lendersrepayment” without the prior written consent for purposes of each Lender under its respective Facility.this clause (4)),