Common use of Amendment or Waiver Clause in Contracts

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each affected Bank and the Agent, (i) extend the scheduled final maturity date of any Loan, or any portion thereof, or reduce the rate or extend the time of payment of interest thereon or fees or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither (a) No provision of this Agreement nor or any other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the Administrative Agent on behalf of the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each affected Bank Lenders and the AgentBorrower (but only if the Borrower is a party thereto or beneficiary thereof), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or Agents party thereto. Notwithstanding the foregoing provisions, (i) extend no such waiver and no such amendment, supplement or modification shall (A) increase the Loan Commitments of any Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitment, shall not constitute an increase of the Commitment of any Lender), without the prior written consent of such Lender, (B) postpone or delay the scheduled final maturity date of any Loan, without the prior written consent of each affected Lender, or postpone or delay any date fixed by this Agreement or any portion thereof, or reduce the rate or extend the time of other Financing Document for any payment of principal, interest thereon or fees Fees due to any Lender hereunder or under any other Financing Document, without the prior written consent of each Lender, (C) reduce the principal amount thereofof, or increase the Commitments rate of interest or fees specified in any Financing Document on, any Loan of any Bank or Lender, without the Total Commitments, in prior written consent of each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)Lender, (iiD) release all any guaranty or substantially all any significant portion of the Collateral or Guarantees (except as expressly permitted shall be otherwise provided in any Security Document or other Financing Document or consent to the assignment or transfer by the Credit Documents)Borrower of any of its respective obligations under this Agreement or any other Financing Document, without the prior written consent of each Lender, (iiiE) amend, modify or waive any provision of this Section 1.109.10 or Article 7, 1.11Section 9.1 or Section 9.2, 3.04without the prior written consent of each Lender, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (ivF) reduce any the percentage specified in, in or otherwise modify, amend the definition of Required BanksLenders, without the prior written consent of each Lender and (vii) modify the definition of Scheduled A Term Loans Principal Paymentsamendments, Scheduled B Term Loans Principal Payments supplements, modifications or Scheduled Acquisition Term Loan Principal Payments waivers to Section 3.2 (or otherwise modify the date upon which any scheduled amortization payment is dueother than Section 3.2(l)) or (vi) consent with respect to conditions precedent to the assignment or transfer by any Credit Party issuance of any Letter of its rights and obligations under this Agreement. No provision of Section 10 may Credit shall be amended without the consent of effected by a written instrument signed by the Administrative Agent and no provision of Section 10.11 may be amended without the written consent on behalf of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks Lenders holding at least 5150.01% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% aggregate outstanding principal amount of the outstanding U.K. Swingline Loans LC Commitments and the Borrower, and, to the extent that its rights or Canadian Swingline Loansobligations may be affected thereby, respectively)the Administrative Agent or Agents party thereto.

Amendment or Waiver. Neither (a) No provision of this Agreement nor or any other Credit Loan Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the Required Banks; provided that Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiver, discharge supplement or termination shallmodification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender affected Bank and thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the Agentprior written consent of each Lender affected thereby, (iii) extend reduce the scheduled final maturity date of any Loanprincipal of, or any portion thereof, or reduce the rate or extend the time of payment amount of interest thereon or fees or reduce Call Premiums specified in this Agreement on, the principal amount thereof, or increase the Commitments Term Loans of any Bank or Lender, without the Total Commitments, in prior written consent of each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)Lender affected thereby, (iiiii) release all or substantially all of the Collateral or Guarantees (the Guarantors except as expressly permitted shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Credit Documents)Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iiiiv) amend, modify or waive any provision of this Section 1.1013.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (iv) reduce any percentage specified in, or otherwise modify, without the definition prior written consent of Required Bankseach Lender, (v) amend, modify the definition or waive any provision of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments Article 12 or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party other provision of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without Loan Document that affects the consent of the Administrative Agent and no provision of Section 10.11 may be amended Agents without the written consent of the Syndication applicable Agent and or (vi) reduce the Documentation Agent. No percentage specified in or otherwise amend the definition of Majority Lenders or any other provision relating specifying the number or percentage of Lenders required to the U.K. Swingline Loan approve or the Canadian Swingline Loan may be amended consent to any action, without the prior written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)each Lender.

Amendment or Waiver. Neither this Agreement nor any other ------------------- Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower, the Required Banks; AF/RF Lenders and the Required TF Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) directly affected Bank and the Agentthereby, (i) extend the scheduled final maturity date AF/RF Maturity Date, the B Maturity Date or the C Maturity Date (it being understood that any waiver of any Loanprepayment of, or the method of application of any portion thereofprepayment to, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any BankLender), (ii) amend, modify or waive any provision of this Section 11.12, (iii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required Lenders, (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (v) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by vi) release all or substantially all of the Credit Documents)Subsidiary Guaranties; provided further, that no such change, waiver, discharge or termination shall, (iiit) amendwithout the consent of the Required AF/RF Lenders, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required BanksAF/RF Lenders, (vu) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without the consent of the Administrative Required TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required TF Lenders, (v) without the consent of the Required AF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required AF Lenders or amend, waive or reduce any Scheduled Reduction applicable to the Acquisition Facility, (w) without the consent of the Required RF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required RF Lenders or amend, waive or reduce any Scheduled Reduction applicable to the Revolving Facility, (x) without the consent of the Required B TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required B TF Lenders or amend, waive or reduce any Scheduled Repayment applicable to the B Term Facility, (y) without the consent of the Required C TF Lenders, reduce the percentage specified in, or otherwise modify, the definition of Required C TF Lenders or amend, waive or reduce any Scheduled Repayment applicable to the C Term Facility or (z) without the consent of any Agent and no affected thereby, amend any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)10.

Amendment or Waiver. Neither (a) No provision of this Agreement nor or any other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the Required Banks; provided Lenders, the Borrower and the Guarantors (but only if the Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Security Agent. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiversupplement or modification shall (i) increase the Loan Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, discharge covenants, Defaults or termination shallEvents of Default or of a mandatory reduction in the Loan Commitment, shall not constitute an increase of the Loan Commitment of any Lender), without the prior written consent of each affected Bank and the Agentsuch Lender, (iii) extend postpone or delay the scheduled final maturity date of any Loan, without the prior written consent of each affected Lender, or postpone or delay any date fixed by this Agreement or any portion thereof, or reduce the rate or extend the time of other Financing Document for any payment of principal, interest thereon or fees due to any Lender hereunder or under any other Financing Document, without the prior written consent of such Lender, (iii) reduce the principal amount thereofof, or increase the Commitments rate of interest specified in any Financing Document on, any Loan of any Bank Lender, without the prior written consent of such Lender, (iv) consent to the assignment or transfer by the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver Borrower of any Default of its respective obligations under this Agreement or Event any other Financing Document, without the prior written consent of Default shall not constitute a change in the terms of any Commitment of any Bank)each Lender, (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iiiv) amend, modify or waive any provision of this Section 1.1010.12 or Section 6.8, 1.1110.1 or 10.2, 3.04without the prior written consent of each Lender, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (ivv) reduce any the percentage specified in, in or otherwise modify, amend the definition of Required BanksLenders, without the prior written consent of each Lender (v) modify the definition of Scheduled A Term Loans Principal Paymentsit being understood that, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without with the consent of the Administrative Agent and no provision Required Lenders, extensions of Section 10.11 credit pursuant to this Agreement in addition to those set forth in or contemplated by this Agreement on the Closing Date may be amended without included in the written consent determination of the Syndication Agent Required Lenders on substantially the same basis as the extensions of Loans and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of are included on the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectivelyClosing Date).

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected Bank and in the Agentcase of following clause (i)), (i) extend the final scheduled final maturity date of any Loan, Loan or Note or extend the stated maturity of any portion thereofLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof, or increase thereof (except to the Commitments of any Bank or the Total Commitments, extent repaid in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bankcash), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Security Documents)) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 1.1013.12 (it being understood that, 1.11with the consent of the Required Lenders, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) additional extensions of credit pursuant to this Agreement may be included under this Agreement to provide the Lenders with customary similar or 11.12additional rights of consent), (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required BanksLenders (it being understood that, (v) modify with the definition consent of Scheduled A Term Loans Principal Paymentsthe Required Lenders, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify additional extensions of credit pursuant to this Agreement may be included in the date upon which any scheduled amortization payment is duedetermination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No ; provided further, that no such change, waiver, discharge or termination shall (w) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (x) without the consent of BTCo, amend, modify or waive any provision of Section 10 may be amended 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (y) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of such Administrative Agent or (z) without the written consent of the Syndication Agent and the Documentation Collateral Agent. No , amend, modify or waive any provision relating to the U.K. Swingline Loan rights or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% obligations of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Collateral Agent.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required BanksBorrower and the Majority Banks and the Agent; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each affected Bank and (other than any Bank that is, at the Agenttime of the proposed extension, release, amendment, reduction or consent, a Defaulting Bank; provided, however, that, with respect to any matter described in clause (i) or (ii) of this Section 12.11, the consent of each Defaulting Bank which at such time has a Loan outstanding shall also be required) (i) extend the scheduled final maturity date of any Loan, Loan or any portion thereof, Note other than in accordance with Section 3.04 or reduce the rate or extend the time of payment of interest thereon or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all or substantially all any material portion of the Collateral or Guarantees (under any Security Document except as expressly permitted by the shall be otherwise provided in any Credit Documents)Document, (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1212.11, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Majority Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision any Credit Document, (vi) amend the definition of Section 10 may be amended without Loss Threshold Incurrence Date other than to increase the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan dollar amount or the Canadian Swingline Loan may be amended without percentage specified therein or (vii) amend the written consent definition of Banks holding at least 51% of Trigger Date other than to decrease the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)dollar amount specified therein.

Amendment or Waiver. Neither this (a) This Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to the terms hereofSection 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Required BanksBorrower, the Loan Agent and the Collateral Trustee; provided that no such change, waiver, discharge waiver or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected Bank and thereby in the Agentcase of the following clause (i)), (i) extend any time fixed for the scheduled final maturity date payment of any Loan, or any portion thereofprincipal of the Secured Loans, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)payment thereof, (ii) release all or substantially all of the Collateral or Guarantees Assets (in each case, except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b7.6 or clause (a) or 11.12of this Section 7.11, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required BanksMajority, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its their rights and obligations under this Agreement. No Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 10 may be amended without 7.18. For the avoidance of doubt, no consent of the Administrative Agent and no provision of Section 10.11 may Lenders shall be amended without required in connection with a Conforming Amendment other than to the written consent extent required pursuant to Article VIII of the Syndication Agent Indenture. Each Lender hereby directs and authorizes the Collateral Trustee and the Documentation AgentLoan Agent to enter into any such Conforming Amendment. No provision relating Neither the Collateral Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Credit Documents.

Amendment or Waiver. (a) Neither this Agreement nor Agreement, any other Credit Document or the Senior Facility Insurance Policy nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required BanksBorrower, the Insurer (so long as the Insurer is the Controlling Class) and, without duplication in the case of Designated CP Conduits and their respective Designated CP Conduit Committed Lenders, Lenders having, in the aggregate, a Voting Percentage of more than 50% of the total Voting Percentages of all the Lenders and unless the Rating Agency Condition is met; provided provided, that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected Bank and thereby in the Agentcase of the following clause (i)), (i) extend any time fixed for the scheduled final maturity date payment of any Loan, or any portion thereofprincipal of the Loans (other than as provided in Section 2.3), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)payment thereof, (ii) release all or substantially all a substantial portion of the Collateral or Guarantees (in each case except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) 9.6 or 11.12this Section 9.12(a), (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required BanksLenders (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 Commitments are included on the Closing Date), (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No Agreement (except as permitted by Section 6.2.7), (vi) waive any mandatory prepayment of Loans required pursuant to Section 3.3.1(b), (vii) amend, modify or waive any provision of Section 10 may be amended 9.20 or (viii) terminate or release the Senior Facility Insurance Policy; provided, further, that no such change, waiver, discharge or termination shall (x) increase the Commitments or (except as permitted hereunder) change the ratable share of the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (y) without the consent of the Swingline Lender, amend, modify or waive any provision of this Agreement which relates to the rights or obligations of the Swingline Lender in its capacity as Swingline Lender or (z) without the consent of the Administrative Agent and no amend, modify or waive any provision of Section 10.11 may be amended without Article VIII as same applies to the written consent Administrative Agent, or any other provision as same relates to the rights or obligations of the Syndication Administrative Agent. In addition, any proposed change, waiver, discharge or termination of any provisions of this Agreement or any other Credit Document that would materially adversely affect any CP Conduit shall, to the extent the program documents of such CP Conduit so require (as notified to the Borrower and the Administrative Agent by such CP Conduit), be subject to rating confirmation of such CP Conduit's commercial paper notes by each of Fitch, Xxxxx'x and S&P to the extent it is then rating such commercial paper notes; provided, that to the extent any such rating confirmation that is so required is not obtained, such CP Conduit shall be deemed to be a non-consenting Lender for purposes of Section 9.12(b) and (c). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Insurer, the Lenders, the Administrative Agent and all future holders of the Documentation AgentLoans and the Lender Notes. No provision relating In the case of any waiver, the Borrower, the Insurer, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default waived shall be deemed to be cured and not continuing, to the U.K. Swingline Loan extent so provided herein; but no such waiver shall extend to any subsequent or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments other Default, or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)impair any right consequent thereon.

Amendment or Waiver. Neither (a) No provision of this Agreement nor or any other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the Required Banks; provided Lenders, the Borrower and the Guarantors (but only if the Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Security Agent. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiversupplement or modification shall (i) increase the Loan Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, discharge covenants, Defaults or termination shallEvents of Default or of a mandatory reduction in the Loan Commitment, shall not constitute an increase of the Loan Commitment of any Lender), without the prior written consent of each affected Bank and the Agentsuch Lender, (iii) extend postpone or delay the scheduled final maturity date of any Loan, without the prior written consent of each affected Lender, or postpone or delay any date fixed by this Agreement or any portion thereof, or reduce the rate or extend the time of other Financing Document for any payment of principal, interest thereon or fees due to any Lender hereunder or under any other Financing Document, without the prior written consent of such Lender, (iii) reduce the principal amount thereofof, or increase the Commitments rate of interest specified in any Financing Document on, any Loan of any Bank Lender, without the prior written consent of such Lender, (iv) consent to the assignment or transfer by the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver Borrower of any Default of its respective obligations under this Agreement or Event any other Financing Document, without the prior written consent of Default shall not constitute a change in the terms of any Commitment of any Bank)each Lender, (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iiiv) amend, modify or waive any provision of this Section 1.1010.12 or Section 6.8, 1.1110.1 or 10.2, 3.04without the prior written consent of each Lender, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (ivv) reduce any the percentage specified in, in or otherwise modify, amend the definition of Required BanksLenders, without the prior written consent of each Lender (v) modify the definition of Scheduled A Term Loans Principal Paymentsit being understood that, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without with the consent of the Administrative Agent and no provision Required Lenders, extensions of Section 10.11 credit pursuant to this Agreement in addition to those set forth in or contemplated by this Agreement on the Closing Date may be amended without included in the written consent determination of the Syndication Agent Required Lenders on substantially the same basis as the extensions of Loans and Loan Commitment are included on the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectivelyClosing Date).

Amendment or Waiver. Neither (a) No provision of this Agreement nor or any other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the Required Banks; provided Lenders, the Borrower and the Guarantors (but only if the Borrower and the Guarantors are parties thereto), and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent or the Security Agent. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiver, discharge supplement or termination shall, without the consent of each affected Bank and the Agent, modification shall (i) extend postpone or delay the scheduled final maturity date of any Loan, without the prior written consent of each affected Lender, or postpone or delay any date fixed by this Agreement or any portion thereof, or reduce the rate or extend the time of other Financing Document for any payment of principal, interest thereon or fees due to any Lender hereunder or reduce under any other Financing Document, without the principal amount thereof, or increase the Commitments prior written consent of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)such Lender, (ii) release all reduce the principal of, or substantially all the rate of interest specified in any Financing Document on, any Loan of any Lender, without the Collateral or Guarantees (except as expressly permitted by the Credit Documents)prior written consent of such Lender, (iii) consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Financing Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 1.1010.12 or Section 6.8, 1.1110.1 or 10.2, 3.04without the prior written consent of each Lender, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (ivv) reduce any the percentage specified in, in or otherwise modify, amend the definition of Required BanksLenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the prior written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)each Lender.

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; provided , PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected Bank and thereby in the Agentcase of the following clause (i)), (i) extend the final scheduled final maturity date of any Loan, Loan or Note or extend the stated maturity of any portion thereofLetter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default modification to the financial definitions in this Agreement shall not constitute a change reduction in the terms rate of any Commitment interest for purposes of any Bankthis clause (i)), (ii) release all or substantially all of the Collateral or Guarantees (in each case except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1212.12(a), (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood that, with the consent of the Required Banks, (v) modify additional extensions of credit pursuant to this Agreement may be included in the definition determination of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term the Required Banks on substantially the same basis as Revolving Loan Principal Payments (or otherwise modify Commitments are included on the date upon which any scheduled amortization payment is dueRestatement Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No ; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (v) increase the Revolving Loan Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank), (w) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 10 may be amended 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (y) without the written consent of the Syndication Agent and the Documentation Collateral Agent. No , amend, modify or waive any provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Collateral Agent or (z) without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments Bank, alter its rights or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian obligations with respect to Swingline Loans, respectively).

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected Bank and the Agent, thereby): (i) extend the final scheduled final maturity date of any Loan, Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any portion thereofLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change an increase of the Commitment of any Bank, and that an increase in the terms available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), ; (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the respective Credit DocumentsDocument), ; (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, 12.12; (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No ; provided further, that no such change, waiver, discharge or termination shall: (t) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (u) without the consent of any Issuing Bank effected thereby, amend, modify or waive any provision of Section 10 may be amended 1A or alter its rights or obligations with respect to Letters of Credit; or (v) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No 11 or any other provision relating to the U.K. Swingline Loan rights or obligations of the Agent; or (w) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of the Collateral Agent; or (x) without the consent of the Required A Facility Banks, amend, modify or waive (I) Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the Canadian Swingline Loan may be amended definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required A Facility Banks to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the A Term Loans or (II) Section 3.02(A)(b) or (y) without the written consent of the Required B Facility Banks, amend, modify or waive Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required B Facility Banks holding at least 51% to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the B Term Loans or (II) Section 3.02(A)(c) or (z) without the consent of the U.K. Swingline Loan Commitments Required Acquisition Facility Banks, amend, modify or Canadian Swingline Commitmentswaive (I) Section 3.01(v), respectively (or3.01(vi), if U.K. Swingline Loan Commitments 3.02(B)(a)(i) or Canadian Swingline Loan Commitments have been terminatedthe definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required Acquisition Facility Banks holding at least 51% to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the outstanding U.K. Swingline Acquisition Loans or Canadian Swingline Loans, respectively)(II) Section 3.02(A)(d) or the definition of Acquisition Loan Termination Date.

Amendment or Waiver. Neither Except for deemed amendments provided for in Section 9.04, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required Banks; , provided that (x) no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) with Obligations being directly affected Bank and the Agentthereby, (i) extend the scheduled final maturity date of any LoanLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any the Commitment of any Bank), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents)Guaranty, (iii) amend, modify or waive any provision of this Section, or Section 1.10, 1.11, 3.041.12, 8.011.17, 8.052.05, 10.074.04, 11.019.01, 11.0211.07, 11.0412.01, 11.0612.02, 11.07(b12.04, 12.06, 12.07(b) or 11.1212.15, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, Banks or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any either Credit Party of any of its rights and obligations under this Agreement; and (y) the financial covenants set forth in Sections 8.03(e), 8.04(i), 8.05, 8.07, 8.08 and 8.09 (and the defined terms used therein) may be adjusted with the consent of Holdings, the Borrower and the Majority SMA to the extent provided in Sections 7.09 and 12.07(a). No provision of Section 10 11 may be amended or modified without the consent of any Senior Managing Agent adversely affected thereby. The obligations of Swingline Lenders to make Swingline Loans, the terms of any such Swingline Loans and the obligations of the other Banks to fund Mandatory Borrowings shall not be amended or modified without the consent of the Administrative Agent and no provision Swingline Lenders. The terms of Section 10.11 may 2 shall not be amended or modified without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent any Letter of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Credit Issuer adversely affected thereby.

Amendment or Waiver. Neither (a) Except as otherwise expressly provided in this Agreement, any provision of this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged modified or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is supplemented only by an instrument in writing signed by the Required BanksBorrower and the Majority Lenders, or by the Borrower and the Administrative Agent acting with the consent of the Majority Lenders, and any provision of this Agreement may be waived by the Majority Lenders or by the Administrative Agent acting with the consent of the Majority Lenders; provided that no such changemodification, waiver, discharge supplement or termination shall, without waiver shall (1) unless by an instrument signed by each Lender directly and adversely affected or by the Administrative Agent acting with the consent of each Lender directly and adversely affected Bank and the Agent, (i) extend the scheduled final maturity date of any Loan, or any portion thereof, or reduce the rate increase or extend the time term of payment of interest thereon or fees or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all extend the date fixed for the payment of principal of or substantially all of the Collateral interest on any Loan or Guarantees (except as expressly permitted by the Credit Documents)any other fee or other amount hereunder, (iii) amendreduce or forgive the amount of any such payment of principal, modify interest or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) fee or 11.12other amount, (iv) reduce the rate at which interest is payable thereon or any percentage specified in, fee or otherwise modify, the definition of Required Banksother amount is payable hereunder, (v) modify alter the definition terms of Scheduled A Term Loans Principal Paymentsthis Section 12.9, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its it rights and obligations under this Agreement. No provision of Section 10 may be amended without Agreement or any Credit Document or (2) unless by an instrument signed by all Lenders or by the Administrative Agent acting with the consent of all Lenders (i) change Section 4.9 or 4.13 in a manner that would alter the Administrative Agent and no pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders or (ii) modify the definition of the term “Majority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; provided that any modification or supplement of Section 10.11 may be amended without 11 or Section 12.2, or of any of the written rights or duties of any Agent hereunder, shall require the consent of the Syndication Agent and the Documentation such Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Subsidiary 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); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected Bank and in the Agentcase of following clause (i)), (i) extend the final scheduled final maturity date of any Loan, Loan or any portion thereofNote beyond the Final Maturity Date, or reduce (or forgive) the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default modification to the financial definitions in this Agreement or to Section 11.07(a) shall not constitute a change reduction in the terms rate of any Commitment interest or Fees for the purposes of any Bankthis clause (i)), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Documents)) under all the Security Documents,(iii) release all or substantially all of the Guarantors under the Guarantees, (iiiiv) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1211.12 (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 Commitments and the Loans on the Restatement Effective Date), (ivv) reduce any the percentage specified in, or otherwise modify, in the definition of Required BanksLenders (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 Commitments and the Loans are included on the Restatement Effective Date), (vvi) modify amend the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify “Interest Period” so as to permit interest periods in excess of six months without requiring the date upon which any scheduled amortization payment is due) consent of all Lenders or (vivii) consent to the assignment or transfer by any Credit Party the Company of any of its rights and obligations under this Agreement. No provision ; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitment of Section 10 may be amended any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended 10 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (3) without the written consent of the Syndication Agent and the Documentation Collateral Agent. No , amend, modify or waive any provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan Collateral Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be amended effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment or Loans of any Defaulting Lender may not be increased or extended without the written consent of Banks holding at least 51% such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender in its capacity as a Lender more adversely than other affected Lenders shall require the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% consent of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)such Defaulting Lender.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) directly affected Bank and the Agentthereby, (i) extend the scheduled final maturity date Final Maturity Date (it being understood that any waiver of any Loanprepayment of, or the method of application of any portion thereofprepayment to the amortization of, the Loans shall not constitute any such extension), or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1212.12, (iviii) reduce any the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required BanksLenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (viiv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this AgreementAgreement or (v) release all or substantially all of the Collateral. No provision of Section 10 2 or 11 may be amended without the consent of the Administrative Agent and no provision Letter of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan Credit Issuer or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline LoansAgents, respectively).

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks (or the Agent or Collateral Agent on behalf of, and with the prior written consent of, the Required Banks; ), provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected Bank and in the Agentcase of following clause (i)), (i) extend the final scheduled final maturity date of any Loan, Loan or Note or extend the stated maturity of any portion thereofLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest thereon or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default amendments or Event of Default modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a change reduction in the terms rate of any Commitment interest for purposes of any Bankthis clause (i)), (ii) release all or substantially all of the Collateral or Guarantees under the Pledge Agreement (except as expressly permitted by provided in the Pledge Agreement), (iii) release a Subsidiary Guarantor which is a Significant Subsidiary from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or in the other Credit Documents), (iiiiv) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1213.12, (ivv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood that, with the consent of the Required Banks, (v) modify additional extensions of credit pursuant to this Agreement may be included in the definition determination of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Required Banks on substantially the same basis as the Revolving Loan Principal Payments (or otherwise modify Commitments are included on the date upon which any scheduled amortization payment is dueEffective Date) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No ; provided further, that no such change, waiver, discharge or termination shall increase the Revolving Loan Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Bank, and that an increase in the available portion of any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank), (w) without the consent of each Issuing Bank, amend, modify or waive any provision relating to its rights or obligations with respect to Letters of Section 10 may be amended Credit, (x) without the consent of BTCo, amend, modify or waive any provision relating to its rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended 12 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Agent, (z) without the written consent of the Syndication Agent and the Documentation Collateral Agent. No , amend, modify or waive any provision relating to the U.K. Swingline Loan rights or obligations of the Collateral Agent. The Borrower shall, to the extent requested by the Agent or the Canadian Swingline Loan may be amended without Required Banks, cause each Subsidiary Guarantor to acknowledge and agree to any amendment, modification or waiver with respect to this Agreement or any other Credit Document, although the written consent failure to obtain any such acknowledgement and agreement shall neither affect the effectiveness of Banks holding at least 51% any such amendment, modification or waiver nor affect the obligations of any such Subsidiary Guarantor under the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Subsidiaries Guaranty.

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected Bank and the Agent, thereby): (i) extend the final scheduled final maturity date of any Loan, Loan or Note or extend the stated maturity of any portion thereofLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment of Loans shall not constitute a change an increase -133- 141 of the Commitment of any Bank, and that an increase in the terms available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), ; (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the respective Credit DocumentsDocument), ; (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, 13.12; (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans, Capital Expenditure Loans, Capital Expenditure Loan Commitments and Revolving Loan Commitments are included on the Effective Date); or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended ; provided further, that no such change, waiver, discharge or termination shall: (o) without the consent of the Administrative Agent Supermajority Banks, amend or modify the definition of Initial Compliance Date to increase the Leverage Ratio specified therein or waive compliance with the Initial Compliance Date; or (p) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment of Loans shall not constitute an increase of the Commitment of any Bank, and no provision that an increase in the available portion of Section 10.11 may be amended any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the written consent of such Bank; or (q) without the consent of the Syndication Agent and the Documentation Agent. No Swingline Bank, amend, modify or waive any provision relating to the U.K. rights or obligations of the Swingline Bank or with respect to Swingline Loans (including, without limitation, the obligations of the other Banks with Revolving Loan Commitments to fund Mandatory Borrowings); or (r) without the consent of any Issuing Bank affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit; or (s) without the consent of the Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Agent; or (t) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the Collateral Agent; or (u) without the consent of the Required A Term Facility Banks (A) amend, modify or waive (I) Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the Canadian Swingline Loan may be amended definitions of A TL Percentage, B TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the A Term Loans or (II) the definition of Required A Term Facility Banks; or (v) without the written consent of Banks holding at least 51% each Bank with outstanding A Term Loans, amend, modify, waive or defer any Scheduled A Term Loan Repayment; or (w) without the consent of the U.K. Swingline Required B Term Facility Banks (A) amend, modify or waive (I) Sections 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the B Term Loans or (II) the definition of Required B Term Facility Banks; or (x) without the consent of each Bank with outstanding -134- 142 B Term Loans, amend, modify, waive or defer any Scheduled B Term Loan Commitments Repayment; or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% y) without the consent of the outstanding U.K. Swingline Required Capital Expenditure Facility Banks (A) amend, modify or waive (I) Section 4.01(v), 4.01(vi), 4.02(B)(a)(i) or the definitions of Term TL Percentage, B TL Percentage or CapEx TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Capital Expenditure Loans in a manner adverse to the Capital Expenditure Loans or Canadian Swingline (II) the definition of Required Capital Expenditure Facility Banks or the definition of Capital Expenditure Loan Conversion Date; or (z) without the consent of each Bank with outstanding Capital Expenditure Loans, respectively)amend, modify, waive or defer any Scheduled Capital Expenditure Loan Repayment.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless UNLESS such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; provided Lenders, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) affected Bank and the Agentthereby, (i) extend the scheduled final any maturity date provided for herein applicable to a Loan or a Commitment (it being understood that any waiver of any Loanthe making, or application of, any portion mandatory prepayment of the Loans shall not constitute an extension of the maturity date thereof), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post- default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in any Commitment shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations under any Credit Document, (iii) release any Credit Party from the Subsidiary Guaranty, except in connection with a transaction permitted by section 9.2(d), (iv) release all or substantially all any substantial portion of the Collateral or Guarantees (Collateral, except as expressly permitted by strictly in accordance with the provisions of the Credit Documents), (iiiv) change the definition of the term "Change of Control" or any of the provisions of section 5.2(d) which are applicable upon a Change of Control, (vi) amend, modify or waive any provision of Section 1.10this section 12.12, 1.11or section 11.7, 3.0412.1, 8.0112.4, 8.0512.6 or 12.7(b), 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12any other provision of any of the Credit Documents pursuant to which the consent or approval of all Lenders is by the terms of such provision explicitly required, (ivvii) reduce any the percentage specified in, or otherwise modify, the definition of Required BanksLenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (viviii) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither (a) No provision of this Agreement nor or any ------------------- other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the Required Banks; provided Waiver Lenders and the Borrower and each Covered Party that is a party thereto, and, to the extent that its rights or obligations may be affected thereby, the Administrative Agent. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiver, discharge supplement or termination shall, without the consent of each affected Bank and the Agent, modification shall (i) extend the scheduled final maturity date of any Loan, or any portion thereof, or reduce the rate increase or extend the time of payment of interest thereon or fees or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case over the amount thereof then in effect Lender (it being understood that a waiver waivers or modifications after the Closing Date of any Default covenants, Defaults or Event Events of Default shall not constitute a change in the terms of any Commitment of any BankLender), without the prior written consent of such Lender, (ii) postpone or delay any date fixed by this Agreement or any other Financing Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Financing Document (it being understood that waivers or modifications after the Closing Date of covenants, Defaults or Events of Default shall not constitute a postponement or delay in any date fixed by this Agreement or any other Financing Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Financing Document), without the prior written consent of such Lender, (iii) reduce the principal of, or the rate of interest specified in any Financing Document on, any Loan of any Lender, without the prior written consent of such Lender, (iv) release all or substantially all of the Collateral or Guarantees (except as expressly permitted shall be otherwise provided in any Security Document or other Financing Document or consent to the assignment or transfer by the Credit Documents)Borrower of any of its respective obligations under this Agreement or any other Financing Document, without the prior written consent of each Lender, (iiiv) amend, modify or waive any provision of this Section 1.109.10 or Section 9.1 or 9.2, 1.11without the prior written consent of each Lender, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (ivvi) reduce any the percentage specified in, in or otherwise modify, amend the definition of Required BanksWaiver Lenders or Required Acceleration Lenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the prior written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)each Lender.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required BanksLenders; provided provided, that no such change, waiver, discharge or termination shall, without the consent of each affected Bank and the AgentLender, (i) extend the scheduled final maturity date of any LoanLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees payable hereunder or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of any the Credit Commitment of any BankLender), (ii) release all or substantially all of collateral at such time securing the Collateral or Guarantees Obligations (except as expressly permitted by the Credit Documentsprovided in such instruments pertaining to such collateral), (iii) the release of any guaranty at any time supporting the Obligations, (iv) amend, modify or waive any provision of this Section, or Section 1.102.12, 1.112.13, 3.044.05, 8.019.01, 8.059.02, 10.07, 11.019.03, 11.02, 11.04, 11.06, 11.07(b) 11.08 or 11.12, 11.11; (ivv) reduce any percentage specified in, or otherwise modify, the definition of Required BanksLenders; (vi) alter or amend any provision hereof expressly requiring the consent, (v) modify satisfaction or acceptance of all of the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) Lenders; or (vivii) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 hereof may be amended without the consent of the Administrative Agent Agent. The provisions of Sections 2.09, 2.10, 2.11, 2.12 and no provision of Section 10.11 may 2.13 shall not be amended or modified in any way that adversely affects the Agent with respect to its obligation to issue Letters of Credit, without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)’s consent.

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected Bank and the Agent, thereby): (i) extend the final scheduled final maturity date of any Loan, Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any portion thereofLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change an increase of the Commitment of any Bank, and that an increase in the terms available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), ; (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the respective Credit DocumentsDocument), ; (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, 12.12; (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No ; provided further, that no such change, waiver, discharge or termination shall: (t) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (u) without the consent of any Issuing Bank effected thereby, amend, modify or waive any provision of Section 10 may be amended 1A or alter its rights or obligations with respect to Letters of Credit; or (v) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No 11 or any other provision relating to the U.K. Swingline Loan rights or obligations of the Agent; or (w) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of the Collateral Agent; or (x) without the consent of the Required A Facility Banks (A) amend, modify or waive (I) Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the Canadian Swingline Loan may be amended definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required A Facility Banks to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the A Term Loans or (II) Section 3.02(A)(b) or (y) without the written consent of the Required B Facility Banks holding at least 51% (A) amend, modify or waive Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required B Facility Banks to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the B Term Loans or (II) Section 3.02(A)(c) -107- or (z) without the consent of the U.K. Swingline Loan Commitments Required Acquisition Facility Banks (A) amend, modify or Canadian Swingline Commitmentswaive (I) Section 3.01(v), respectively (or3.01(vi), if U.K. Swingline Loan Commitments 3.02(B)(a)(i) or Canadian Swingline Loan Commitments have been terminatedthe definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required Acquisition Facility Banks holding at least 51% to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the outstanding U.K. Swingline Acquisition Loans or Canadian Swingline Loans, respectively)(II) Section 3.02(A)(d) or the definition of Acquisition Loan Termination Date.

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required BanksLenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender directly affected Bank and the Agent, thereby: (i) extend the final scheduled final maturity date of any Loan, Loan or Note or extend the stated maturity of any portion thereofLetter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement utilized to determine any financial performance metric shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction, so long as the intent of such amendment or modification is not to reduce such rate of interest or fees); (ii) release all or substantially all of the Collateral (except as expressly provided in the relevant Credit Documents) or all or substantially all of the Guarantors from their Guaranties (in each case except as expressly provided in the relevant Credit Documents); (iii) amend, modify or waive any provision of Section 14.06 or this Section 14.12; (iv) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, extensions of credit pursuant to this Agreement in addition to those set forth in or contemplated by this Agreement on the Effective Date may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Initial Term Loans and Revolving Loan Commitments are included on the Initial Borrowing Date); or (v) consent to the assignment or transfer by the Parent, Holdings or the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall: (1) increase the Commitments of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or Event of Default a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute a change an increase of the Commitment of any Lender, and that an increase in the terms available portion of any Commitment of any Bank), Lender shall not constitute an increase in the Commitment of such Lender) without the consent of such Lender; (ii2) release all or substantially all without the consent of the Collateral or Guarantees (except as expressly permitted by the Credit Documents)Issuing Lender, (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) 2 or 11.12, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of alter its rights and or obligations under this Agreement. No provision with respect to Letters of Section 10 may be amended Credit; (3) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No 12 or any other provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Administrative Agent; (4) without the written consent of Banks holding at least 51% the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively Collateral Agent; (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% 5) without the consent of the outstanding U.K. Swingline Loans Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or Canadian Swingline Loanscommitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), respectivelyamend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b), (c) and (d)) (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 (6) without the consent of the Majority Lenders of the respective Tranche, amend, modify or waive any Scheduled Repayment of such Tranche.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless UNLESS such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; provided Lenders, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) affected Bank and the Agentthereby, (i) extend the scheduled final any maturity date provided for herein applicable to a Loan or a Commitment (it being understood that any waiver of any Loanthe making, or application of, any portion mandatory prepayment of the Loans shall not constitute an extension of the maturity date thereof), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in any Commitment shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release the Borrower from any obligations as a guarantor of its Subsidiaries' obligations under any Credit Document, (iii) release any Credit Party from the Subsidiary Guaranty, except in connection with a transaction permitted by section 9.2(d), (iv) release all or substantially all any substantial portion of the Collateral or Guarantees (Collateral, except as expressly permitted by strictly in accordance with the provisions of the Credit Documents), (iiiv) change the definition of the term "Change of Control" or any of the provisions of section 5.2(d) which are applicable upon a Change of Control, (vi) amend, modify or waive any provision of Section 1.10this section 12.12, 1.11or section 11.7, 3.0412.1, 8.0112.4, 8.0512.6 or 12.7(b), 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12any other provision of any of the Credit Documents pursuant to which the consent or approval of all Lenders is by the terms of such provision explicitly required, (ivvii) reduce any the percentage specified in, or otherwise modify, the definition of Required BanksLenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (viviii) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this This Agreement nor any other Credit Document nor any terms hereof or thereof may be changedamended, waivedand the Loan Parties may take any action herein prohibited, discharged or terminated (other than pursuant omit to perform any act herein required to be performed by them, if the terms hereof) unless such change, waiver, discharge or termination is in writing signed by Loan Parties shall obtain the prior written consent of the Required BanksLenders to such amendment, action or omission to act; provided that no such changeprovided, waiverhowever, discharge or termination shallthat, without the prior written consent of each affected Bank and all of the AgentLenders, no such agreement shall (i) decrease or forgive the Principal amount of, or extend the scheduled final maturity date Maturity Date of any LoanNote, or decrease the rate of interest or premium on the Note, or any portion thereof, or reduce the rate or extend the time of payment of interest thereon or fees or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)other amounts payable hereunder, (ii) effect any waiver, amendment or modification that by its terms changes the amount, allocation, payment or pro rata sharing of payment on or among the Notes, or any date fixed by this Agreement or any other Loan Document for any payment of Principal, interest or premium, (iii) amend the provisions of this Section 10.15, the definition of the term “Required Lenders” or of the term “Notes”, (iv) release any of the Loan Parties from their obligations under the Loan Documents, or (v) release all or substantially all of the Collateral, except to the extent such Collateral is sold or Guarantees (except to be sold as expressly part of or in connection with any sale permitted hereunder or under any other Loan Document, in which case such release may be made by the Credit Documents)Agent acting alone as provided in Article XI, (iii) amendprovided that the mechanics for sharing of the Collateral with the providers of Indebtedness that is permitted under Section 8.03 on a pari passu or subordinated basis, modify including the entering into of an intercreditor agreement, may be done by the Agent acting on behalf of the Lenders without a vote thereof, and such sharing shall not constitute a release of Collateral hereunder. Each holder of a Note, at the time or waive any provision of Section 1.10times thereafter outstanding, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer shall be bound by any Credit Party of any of its rights and obligations under consent authorized by this Agreement. No provision of Section 10 may be amended without 10.15, whether or not the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments Note shall have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)marked to indicate such consent.

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected Bank and the Agent, thereby): (i) extend the final scheduled final maturity date of any Loan, Loan or Note or extend the stated maturity of any portion thereofLetter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change an increase of the Commitment of any Bank, and that an increase in the terms available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), ; (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the relevant Credit Documents), ; (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, 13.12; (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date); or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision ; provided further, that no such change, waiver, discharge or termination shall: (A) increase the Commitments of Section 10 may be amended any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any 121 CREDIT AGREEMENT Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (B) without the consent of the Administrative Agent and no Issuing Bank affected thereby, amend, modify or waive any provision of Section 10.11 may be amended 2 or alter its rights or obligations with respect to Letters of Credit issued by such Issuing Bank; or (C) without the written consent of the Syndication Agent and the Documentation Agent. No , amend, modify or waive any provision of Section 12 or any other provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Agent; or (D) without the written consent of Banks holding at least 51% the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Collateral Agent.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required Borrowers and the Majority Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank being directly affected Bank and the Agent, thereby: (i) extend the final scheduled final maturity date of any Loan, Loan or any portion thereofNote, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case (over the amount thereof then in effect effect) or extend the availability of (whether by amendment of the definition of Availability Expiry Date or otherwise) the Commitments of any Bank (it being understood that a waiver of any conditions precedent, covenants, Default or Event of Default shall not constitute a change in an increase or extension of the terms availability of any the Commitment of any Bank), ; (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, 13.9; (iviii) reduce any the percentage specified in, or otherwise modify, the definition of Required Majority Banks, ; (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (viiv) consent to the assignment or transfer by or release of any Credit Party Obligor of any of its rights and obligations under this any Credit Document; or (v) amend, modify or waive any provision in Article XI hereof or release any Guarantor from any of their respective obligations hereunder; or (vi) release all or any portion of the Collateral (as such term is defined in the Security Agreement. No provision of Section 10 may be amended ); provided further, that no such change, waiver, discharge or termination shall: (x) without the consent of the Administrative Agent and no Agents, amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No Article XII or any other provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Agents, or (y) without the written consent of Banks holding at least 51% the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Joint Lead Arrangers.

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required BanksLenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, this Agreement, the Subsidiary 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); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected Bank and in the Agentcase of following clause (i)), (i) extend the final scheduled final maturity date of any Loan, Loan or any portion thereofNote beyond the Final Maturity Date, or reduce (or forgive) the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default modification to the financial definitions in this Agreement or to Section 11.07(a) shall not constitute a change reduction in the terms rate of any Commitment interest or Fees for the purposes of any Bankthis clause (i)), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Documents)) under all the Security Documents, (iii) release all or substantially all of the Guarantors under the Guarantees, (iv) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1211.12 (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 Commitments and the Loans on the Effective Date), (ivv) reduce any the percentage specified in, or otherwise modify, in the definition of Required BanksLenders (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 Commitments and the Loans are included on the Effective Date), (vvi) modify amend the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify “Interest Period” so as to permit interest periods in excess of six months without requiring the date upon which any scheduled amortization payment is due) consent of all Lenders or (vivii) consent to the assignment or transfer by any Credit Party the Company of any of its rights and obligations under this Agreement. No provision ; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitment of Section 10 may be amended any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended 10 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (3) without the written consent of the Syndication Agent and the Documentation Collateral Agent. No , amend, modify or waive any provision relating to the U.K. Swingline Loan rights or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% obligations of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Collateral Agent.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required BanksLenders; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected Bank and in the Agentcase of following clause (i)), (i) extend the final scheduled final maturity date of any Loan, Bridge Loan or any portion thereof, Note or reduce the rate amount of interest, Fees and other amounts payable to the Lenders hereunder or extend the time of payment of interest thereon or fees thereof, or reduce the principal amount thereof, or increase thereof (except to the Commitments of any Bank or the Total Commitments, extent repaid in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bankcash), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Security Documents)) under the Security Documents, (iii) release any Guarantor from its obligations under its Guaranty, (iv) amend, modify or waive any provision of this Section 1.1012.12 or Section 12.1, 1.1112.2, 3.0412.4, 8.0112.6, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b12.7(b) or 11.1212.13, (ivv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) Lenders or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision ; provided, further, that no such change, waiver, discharge or termination shall (x) increase the Commitment of Section 10 may be amended any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender) or (y) without the consent of the Administrative Agent and no or the Collateral Agent, as the case may be, amend, modify or waive any provision of Section 10.11 may be amended without 11 as same applies to the written consent Administrative Agent or the Collateral Agent, or any other provision as same relates to the rights or obligations of the Syndication Administrative Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Collateral Agent.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required BanksMajority Banks and the Agent; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each affected Bank and (other than any Bank that is, at the Agenttime of the proposed extension, release, amendment, reduction or consent, a Defaulting Bank; provided, however, that, with respect to any matter described in clause (i) or (ii) of this Section 12.11, the consent of each Defaulting Bank which at such time has a Loan outstanding shall also be required) (i) extend the scheduled final maturity date of any Loan, Loan or any portion thereof, Note other than in accordance with Section 3.04 or reduce the rate or extend the time of payment of interest thereon or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all or substantially all any material portion of the Collateral or Guarantees (under the Security Agreement except as expressly permitted by the shall be otherwise provided in any Credit Documents)Document, (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1212.11, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Majority Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision any Credit Document or (vi) amend the definition of Section 10 may be amended without Loss Threshold Incurrence Date other than to increase the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan dollar amount or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)percentage specified therein.

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected Bank and the Agent, thereby): (i) extend the final scheduled final maturity date of any Loan, Loan or Note beyond the applicable Maturity Date or extend the stated maturity of any portion thereofLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change an increase of the Commitment of any Bank, and that an increase in the terms available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), ; (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the respective Credit DocumentsDocument), ; (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, 12.12; (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of A Term Loans, B Term Loans, Acquisition Loans, Acquisition Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date); or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No ; provided further, that no such change, waiver, discharge or termination shall: (t) increase the Commitments of any Bank over the amount thereof then in effect (it being understood that a waiver of any conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank) without the consent of such Bank; or (u) without the consent of any Issuing Bank effected thereby, amend, modify or waive any provision of Section 10 may be amended 1A or alter its rights or obligations with respect to Letters of Credit; or (v) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No 11 or any other provision relating to the U.K. Swingline Loan rights or obligations of the Agent; or (w) without the consent of the Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision relating to the rights or obligations of the Collateral Agent; or (x) without the consent of the Required A Facility Banks (A) amend, modify or waive (I) Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the Canadian Swingline Loan may be amended definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required A Facility Banks to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the A Term Loans or (II) Section 3.02(A)(b) or (y) without the written consent of the Required B Facility Banks holding at least 51% (A) amend, modify or waive Sections 3.01(v), 3.01(vi), 3.02(B)(a)(i) or the definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required B Facility Banks to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the B Term Loans or (II) Section 3.02(A)(c) 107 or (z) without the consent of the U.K. Swingline Loan Commitments Required Acquisition Facility Banks (A) amend, modify or Canadian Swingline Commitmentswaive (I) Section 3.01(v), respectively (or3.01(vi), if U.K. Swingline Loan Commitments 3.02(B)(a)(i) or Canadian Swingline Loan Commitments have been terminatedthe definitions of A TL Percentage, B TL Percentage, Acquisition TL Percentage or Required Acquisition Facility Banks holding at least 51% to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans, B Term Loans and Acquisition Loans in a manner adverse to the outstanding U.K. Swingline Acquisition Loans or Canadian Swingline Loans, respectively)(II) Section 3.02(A)(d) or the definition of Acquisition Loan Termination Date.

Amendment or Waiver. Neither this Agreement nor any other Credit Loan ------------------- Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such amendment, change, waiver, discharge or termination is in writing signed by the respective parties thereto and the Required BanksLenders; provided provided, that no such amendment, change, waiver, discharge or -------- termination shall, without the consent of each affected Bank and the Agent, Lender: (i) extend the final scheduled final maturity date of any Loan, Loan or any portion thereofNote beyond the relevant Maturity Date, or reduce the rate or extend the time of payment of interest thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), ; (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, 12.12; (iviii) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) Lenders; or (viiv) consent to the assignment or transfer by the Borrower or (except as permitted hereby) any Credit Party of its Subsidiaries of any of its their rights and obligations under this Agreement. No provision of Section 10 may be amended ; provided further, that no such change, waiver, -------- ------- discharge or termination shall: (w) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No 9 or any other provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Agent; or (x) without the written consent of Banks holding at least 51% the Required Lenders, alter the required application of any prepayments or repayments pursuant to Section 2.02. The Borrower and the Lenders hereby agree for the benefit of the U.K. Swingline Loan Commitments holders of Senior Debt that no amendment of, supplement of, modification to or Canadian Swingline Commitments, respectively waiver under any provision of this Agreement or any Notes will be entered into or effected (orx) with respect to Section 11 or (y) with respect to any other provisions, if U.K. Swingline Loan Commitments the same would be adverse to the holders of Senior Debt (or Canadian Swingline Loan Commitments have been terminatedany of them), Banks holding at least 51% without the prior consent of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)required Banks under the Senior Credit Agreement.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrowers and the Required Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (with Obligations being directly affected Bank and thereby in the Agentcase of the following clause (i)), (i) extend the scheduled final maturity date of any Loan, Maturity Date or any portion thereofNote beyond the Maturity Date, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default modification to the financial definitions in this Agreement shall not constitute a change reduction in the terms rate of any Commitment interest for purposes of any Bankthis clause (i)), (ii) release all or substantially all of the Collateral or Guarantees (in each case except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1213.12, (iv) reduce any percentage specified in, or otherwise modify, change the definition of Required Banks, Lenders or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of the Borrowers of any of its rights and obligations under this Agreement. No provision ; provided further that no such change, waiver, discharge or termination shall (A) increase the Commitment(s) of Section 10 may be amended any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (C) without the written consent of the Syndication Agent and the Documentation Collateral Agent. No , amend, modify or waive any provision relating to the U.K. Swingline Loan rights or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% obligations of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Collateral Agent.

Amendment or Waiver. Neither this Agreement nor any other Credit Transaction Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination (i) is not material, (ii) relates to the Price and Fees Agreement or (iii) is in writing signed by LTV Steel and the Required Banks; Financing Parties, provided that no such change, waiver, discharge or termination shallshall (1) without the consent of the relevant Financing Party in its capacity as an Issuing Lender, extend the expiration date of any Letter of Credit beyond the Expiration Date applicable to the Commitment of such Financing Party or (B) without the consent of each of the Financing Parties affected Bank and the Agentthereby, (i1) extend the scheduled final maturity date of any Loanstated Expiration Date, or any portion thereof, or reduce the rate or extend the time of payment of interest or Fees thereon (other than the waiver of post-default rates of interest or fees Fees), or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Financing Party over the amount thereof then in effect (it being understood that a waiver of any Note Purchase Agreement Default or Note Purchase Agreement Event of Default Default, or mandatory prepayment, shall not constitute a change an increase in the terms of any Commitment of any BankFinancing Party), (ii2) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Transaction Documents), (iii3) amend, modify or waive any provision provisions of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12this Section, (iv4) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) Financing Parties or (vi5) consent to the assignment or transfer by any Credit Party LTV Steel of any of its rights and obligations under this Agreementany Transaction Documents. No provision of Section Article 3, 10 or 11 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent each Issuing Lender, and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Agents.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) affected Bank and the Agentthereby, (i) extend the scheduled final maturity date Final Maturity Date, the AR Maturity Date or AR Termination Date, as the case may be (it being understood that any waiver of the application of any Loanprepayment of or the method of application of any prepayment to the amortization of, or the Loans shall not constitute any portion thereofsuch extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default Default, or the Loan Conversion or of a mandatory reduction in the Total Commitment, shall not constitute a change in the terms of any Commitment of any Bank), (ii) release or permit the release of all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1212.12, (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks, Banks or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this AgreementAgreement provided further that no such change, waiver, discharge or termination shall without the consent of the Super-Majority Banks change directly or indirectly the definition of Permitted Acquisition or Super-Majority Banks. No provision of Section 10 11 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or extent any such amendment would affect the Canadian Swingline Loan may be amended without Co-Agent solely in its capacity as such, the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Co-Agent.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required Borrowers and the Majority Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank being directly affected Bank and the Agent, thereby: (i) extend the any scheduled final maturity date Payment Date of any Loan, Loan or any portion thereofNote, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case (over the amount thereof then in effect effect) or extend the availability of (whether by amendment of the definition of Availability Expiry Date or otherwise) the Commitments of any Bank (it being understood that a waiver of any conditions precedent, covenants, Default or Event of Default shall not constitute a change in an increase or extension of the terms availability of any the Commitment of any Bank), ; (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive any provision of Section 1.102.11, 1.11Section 2.12, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) Section 4.5 or 11.12, this Section 13.9; (iviii) reduce any the percentage specified in, or otherwise modify, the definition of Required Majority Banks, ; (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (viiv) consent to the assignment or transfer by or release of any Credit Party Obligor of any of its rights and obligations under this any Credit Document; or (v) amend, modify or waive any provision in Article XI hereof or release any Guarantor from any of their respective obligations hereunder; or (vi) release all or any portion of the Collateral (as such term is defined in the Security Agreement. No provision of Section 10 may be amended ); provided further, that no such change, waiver, discharge or termination shall: (x) without the consent of the Administrative Agent and no Agents, amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No Article XII or any other provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Agents, or (y) without the written consent of Banks holding at least 51% the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Joint Lead Arrangers.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Obligors party thereto and the Required BanksHolders, and unless an executed copy thereof has been provided to and acknowledged in writing by the Collateral Agent (and, in the case of any other Document, subject to any other requirements applicable to such amendment, change, waiver, discharge or termination set forth in such Document; provided PROVIDED, HOWEVER, that no such change, waiver, discharge or termination shall, without the consent of each Holder directly affected Bank and the Agentthereby, (ia) extend the scheduled final maturity date Maturity Date (any waiver of any Loanprepayment of, or the method of application of any portion thereofprepayment of, the Notes shall not constitute any such extension), or reduce the rate or extend the time of payment of interest thereon or fees (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iiib) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1214.4, (ivc) reduce any the percentage specified in, or otherwise modify, the definition of "Required BanksHolders" or "Demand Holders", (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vid) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision , (e) establish any new obligations for any Holder not relating to the U.K. Swingline Loan subject matter of the Agreement or (f) release all or substantially all the Canadian Swingline Loan collateral or guarantees with respect to the Obligations; PROVIDED, FURTHER, HOWEVER, that no change, waiver, discharge or termination that alters the rights, immunities or duties of the Collateral Agent shall take effect without its express written consent. Notwithstanding anything to the contrary in this Agreement, all Holders of Notes shall be deemed to be third-party beneficiaries of all of the provisions of this Agreement that relate to Holders of Notes, including but not limited to any provisions that may only be waived or consented to by the "Requisite Holders", or that may be amended without initiated only by the written consent "Demand Holders", with such groups being determined for all purposes of Banks holding at least 51% this Agreement with regard to all Holders of Notes, whether issued pursuant to this Agreement, the U.K. Swingline Loan Commitments Symphony Exchange Agreement, or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)otherwise.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required BanksLenders; provided provided, that no such change, waiver, discharge or termination shall, without the consent of each affected Bank and the AgentLender, (i) extend the scheduled final maturity date of any LoanLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees payable hereunder or reduce the principal amount thereof, or increase the Commitments Revolving Credit Commitment or Term Loan Credit Commitment of any Bank Lender, or the Total Commitments, aggregate amount of the Revolving Credit Commitments or Term Loan Commitments for all of the Lenders in each case case) over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Revolving Credit Commitment shall not constitute a change in the terms of any the Revolving Credit Commitment or Term Loan Commitment of any BankLender), (ii) release all or substantially all of collateral at such time securing the Collateral or Guarantees Obligations hereunder (except as expressly permitted by the Credit Documentsprovided in such instruments pertaining to such collateral), (iii) the release of the Guaranty or any other guaranty at any time supporting the Obligations, (iv) amend, modify or waive any provision of this Section, or Section 1.102.12, 1.112.13, 3.044.05, 8.019.01, 8.059.02, 10.07, 11.019.03, 11.02, 11.04, 11.06, 11.07(b) 11.08 or 11.12, 11.11; (ivv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, Lenders; (vvi) modify alter or amend any provision hereof expressly requiring the definition consent of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify all of the date upon which any scheduled amortization payment is due) Lenders; or (vivii) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without the consent of the Administrative Agent Agent. The provisions of Sections 2.09, 2.10, 2.11, 2.12 and no provision of Section 10.11 may 2.13 shall not be amended or modified in any way that adversely affects the Agent with respect to its obligation to issue Letters of Credit, without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)'s consent.

Amendment or Waiver. Neither (a) No provision of this Agreement nor or any other Credit Finance Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the Required Banks; provided that Lenders (taking into account the provisions in Section 2.21 hereof) and each Finance Party party thereto, and, to the extent its rights or obligations may be affected thereby, the Agent or Agents party thereto. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiver, discharge supplement or termination shall, without the consent of each affected Bank and the Agent, modification shall (i) extend the scheduled final maturity date of any Loan, or any portion thereof, or reduce the rate increase or extend the time of payment of interest thereon or fees or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case over the amount thereof then in effect Lender (it being understood that a waiver waivers or modifications of any conditions precedent, covenants, Defaults or Events of Default or Event of Default a mandatory reduction in the Construction Loan Commitments of all Lenders or the Term Loan Commitments of all Lenders, shall not constitute a change in the terms an increase or extension of any Commitment of any BankLender), without the prior written consent of such Lender, (ii) postpone or delay any date fixed by this Agreement or any other Finance Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Finance Document, without the prior written consent of such Lender, (iii) reduce the principal of, or the rate of interest (other than the application of Default Interest, which may be waived by the Required Lenders) specified in any Finance Document on, any Loan of any Lender, without the prior written consent of such Lender, (iv) release all or substantially all of the Collateral or Guarantees (except as expressly permitted shall be otherwise provided in any Security Document or other Finance Document or consent to the assignment or transfer by either Borrower of any of its respective obligations under this Agreement or any other Finance Document, without the Credit Documents)prior written consent of each Lender, (iiiv) amend, modify or waive any condition precedent contained in Section 3 hereof, without the prior written consent of each Lender, (vi) amend, modify or 123 waive any provision of this Section 1.1011.10 or Section 11.1 or 11.2 hereof, 1.11without the prior written consent of each Lender, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (ivvii) reduce any the percentage specified in, in or otherwise modify, amend the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended Lenders without the prior written consent of the Administrative Agent and each Lender; provided that no provision of Section 10.11 this Agreement or any other Finance Document may be amended amended, supplemented, modified or waived without the prior written consent of each Secured Swap Counterparty or, in the Syndication Agent and case of a Required Hedging Agreement provided or arranged by GE Capital or an Affiliate of GE Capital, GE Capital, if such amendment, supplement, modification or waiver would alter the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% ratable treatment of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% Obligations owing to any Secured Swap Counterparty arising under Required Hedging Agreements resulting in such Obligations being junior in right of payment to principal on the outstanding U.K. Swingline Loans or Canadian Swingline Loanswould result in such Obligations becoming unsecured (other than releases of Liens affecting all Lenders and otherwise permitted in accordance with the terms hereof) in each case in a a manner adverse to any Secured Swap Counterparty; provided, respectively)further, that any reference to “Finance Documents” in this Section 11.10(a) shall be deemed to exclude any Required Hedging Agreement.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless UNLESS such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; provided Lenders, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) affected Bank and the Agentthereby, (i) extend the scheduled final maturity date applicable to a Loan or a Commitment (it being understood that any waiver of any Loanthe making of, or application of, any portion prepayment of the principal of the Loans shall not constitute an extension of such final maturity thereof), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute a change an increase in the terms of any Commitment of any BankLender), (ii) release all or substantially all any substantial portion of the Collateral or Guarantees (in each case except as expressly permitted by provided in the Credit Loan Documents), (iii) change the definition of the term "Change of Control", (iv) amend, modify or waive any provision of Section 1.10this section 12.12, 1.11or section 11.7, 3.0412.1, 8.0112.4, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) 12.6 or 11.1212.7(b), (ivv) reduce any the percentage specified in, or otherwise modify, the definition of Required BanksLenders or Required 80% Lenders, (v) modify the definition or change any provision of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (this Agreement to eliminate or otherwise modify reduce any explicit requirement that any specified action or document be approved by or be satisfactory to all of the date upon which any scheduled amortization payment is due) Lenders, or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 section 2 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this This Agreement nor any other Credit Document nor any terms hereof or thereof may be changedamended, waivedand the Borrower may take any action herein prohibited, discharged or terminated (other than pursuant omit to perform any act herein required to be performed by them, if the terms hereof) unless such change, waiver, discharge or termination is in writing signed by Borrower shall obtain the prior written consent of the Required BanksLenders to such amendment, action or omission to act; provided that no such changeprovided, waiverhowever, discharge or termination shallthat, without the prior written consent of each affected Bank and all of the AgentLenders, no such agreement shall (i) decrease or forgive the Principal amount of, or extend the scheduled final maturity date Maturity Date of any LoanNote, or decrease the rate of interest or premium on the Note, or any portion thereof, or reduce the rate or extend the time of payment of interest thereon or fees or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)other amounts payable hereunder, (ii) effect any waiver, amendment or modification that by its terms changes the amount, allocation, payment or pro rata sharing of payment on or among the Notes, or any date fixed by this Agreement or any other Loan Document for any payment of Principal, interest or premium, (iii) amend the provisions of this Section 10.15, the definition of the term "Required Lenders" or of the term "Note", (iv) release all or substantially all of the Collateral or Guarantees (Guarantors from their guaranty obligations under the applicable Loan Documents, except in the case of a Subsidiary of the Borrower, to the extent such Person ceases to be a Subsidiary as expressly a result of a transaction permitted by the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Bankshereunder, (v) modify release the definition of Scheduled A Term Loans Principal PaymentsBorrower from its obligations under the Loan Documents, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent release all or substantially all of the Collateral, except to the assignment extent such Collateral is sold or transfer to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, in which case such release may be made by the Collateral Agent acting alone as provided in Article XI, provided that the mechanics for sharing of the Collateral with the providers of Indebtedness that is permitted under Section 8.05 on a pari passu or subordinated basis, including the entering into of an intercreditor agreement, may be done by the Collateral Agent acting on behalf of the Lenders without a vote thereof, and such sharing shall not constitute a release of Collateral hereunder. Each holder of a Note, at the time or times thereafter outstanding, shall be bound by any Credit Party of any of its rights and obligations under consent authorized by this Agreement. No provision of Section 10 may be amended without 10.15, whether or not the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments Note shall have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)marked to indicate such consent.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank affected Bank and the Agentthereby, (i) extend the final scheduled maturity of any Loan or Note (it being understood that any waiver of an installment on, the application of any prepayment or the method of application of any prepayment to the amortization of the Term Loans shall not constitute an extension of the final maturity date of any Loan, or any portion thereofdate), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or mandatory prepayment, shall not constitute a change in the terms of any Commitment of any Bank), (ii) release or make any modification (the reasonable likely outcome of which would be a material adverse effect on the Collateral position of the Banks) with respect to all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section, or Section 1.109.1, 1.1111.7, 3.0412.1, 8.0112.2, 8.0512.4, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) 12.6 or 11.1212.7(b), (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks, Banks or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreementany Credit Document. No provision of Section 10 2 or 11 may be amended without the consent of the Administrative Agent and no provision Letter of Section 10.11 may be amended without Credit Issuer or the written consent of the Syndication Agent and the Documentation Agent, respectively. No provision relating In addition, notwithstanding anything to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).153

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by Borrower and the Required Banks; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) affected Bank and thereby and, with respect to clause (vi) below, the Agent, consent of the Administrative Agent (i) extend the scheduled final maturity date of any Loan, or any portion thereofMaturity Date, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or (ii) increase the Commitments Commitment of any such Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or an increase as a result of the occurrence of the Upsize Date shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12this Section, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Commitments are included on the Amended and Restated Effectiveness Date), (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement, or (vi) make any change or modification to, or waive any term or provision of, the definition of Upsize Date. No provision of Section 10 Sections 2 or 11, or any other provisions relating to any Letter of Credit Issuer or the Administrative Agent may be amended modified without the consent of such Letter of Credit Issuer or the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this Agreement nor any other ------------------- Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) directly affected Bank and the Agentthereby, (i) extend the scheduled final maturity date Final Maturity Date, (it being understood that any waiver of the application of any Loanprepayment of or the method of application of any prepayment to the amortization of, or the Loans shall not constitute any portion thereofsuch extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release or permit the release of all or substantially all of the Collateral or Guarantees release any Subsidiary Guarantor from the Subsidiary Guaranty (in each case except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12this Section, (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks, Lenders or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 2 or 11 may be amended without the consent of the Administrative Agent and no provision Letter of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan Credit Issuer or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline LoansAdministrative Agent, respectively).

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) affected Bank and the Agentthereby, (i) extend any Scheduled Loan Repayment Date, reduce the scheduled final maturity date amount of any Loan, Scheduled Loan Repayment or extend the final scheduled maturity of any portion thereofLoan (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all or substantially all of the Collateral or Guarantees Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly permitted by provided in the Credit Documents), (iii) release all or substantially all of the Collateral, (iv) amend, modify or waive any provision of this Section, or Section 1.10, 1.11, 3.044.04, 8.019.01, 8.0511.07, 10.0712.01, 11.0112.02, 11.0212.04, 11.04, 11.06, 11.07(b) 12.06 or 11.1212.07(b), (ivv) reduce any the percentage specified in, or otherwise modify, the definition of of, Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this AgreementAgreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision of Section 10 11 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this (a) This Agreement nor any other Credit Document nor any terms hereof or thereof may not be changed, waived, discharged or terminated (other than pursuant to the terms hereofSection 7.22) unless the consent of the Collateral Manager has been obtained and, other than in connection with a Conforming Amendment, the consent of a Majority of the Lenders has been obtained, and such change, waiver, discharge or termination is in writing signed by the Required BanksBorrower, the Loan Agent and the Trustee; provided that no such change, waiver, discharge waiver or termination shall, without the consent of each Lender (provided that such Lender holds Secured Loans directly affected Bank and thereby in the Agentcase of the following clause (i)), (i) extend any time fixed for the scheduled final maturity date payment of any Loan, or any portion thereofprincipal of the Secured Loans, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or increase change the Commitments currency of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)payment thereof, (ii) release all or substantially all of the Collateral or Guarantees Assets (in each case, except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b7.6 or clause (a) or 11.12of this Section 7.11, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required BanksMajority, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its their rights and obligations under this Agreement. No Agreement (except as permitted by Section 4.11), (vi) waive any prepayment required pursuant to Section 2.3(b) or (vii) amend, modify or waive any provision of Section 10 may be amended without 7.18. For the avoidance of doubt, no consent of the Administrative Agent and no provision of Section 10.11 may Lenders shall be amended without required in connection with a Conforming Amendment other than to the written consent extent required pursuant to Article VIII of the Syndication Agent Indenture. Each Lender hereby directs and authorizes the Trustee and the Documentation AgentLoan Agent to enter into any such Conforming Amendment. No provision relating Neither the Trustee nor the Loan Agent shall be obligated to enter into any amendment or supplement that, as determined by it, adversely affects its duties, obligations, liabilities or protections under the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Credit Documents.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required BanksLenders; provided PROVIDED, that no such change, waiver, discharge or termination shall, without the consent of each affected Bank and the AgentLender, (i) extend the scheduled final maturity date of any LoanLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees payable hereunder or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of any the Credit Commitment of any BankLender), (ii) release all or substantially all of collateral at such time securing the Collateral or Guarantees Obligations (except as expressly permitted by the Credit Documentsprovided in such instruments pertaining to such collateral), (iii) the release of any guaranty at any time supporting the Obligations, (iv) amend, modify or waive any provision of this Section, or Section 1.102.12, 1.112.13, 3.044.05, 8.019.01, 8.059.02, 10.07, 11.019.03, 11.02, 11.04, 11.06, 11.07(b) 11.08 or 11.12, 11.11; (ivv) reduce any percentage specified in, or otherwise modify, the definition of Required BanksLenders; (vi) alter or amend any provision hereof expressly requiring the consent, (v) modify satisfaction or acceptance of all of the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) Lenders; or (vivii) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 hereof may be amended without the consent of the Administrative Agent Agent. The provisions of Sections 2.09, 2.10, 2.11, 2.12 and no provision of Section 10.11 may 2.13 shall not be amended or modified in any way that adversely affects the Agent with respect to its obligation to issue Letters of Credit, without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)'s consent.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required BanksBorrower and the Majority Banks and the Agent; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each affected Bank and (other than any Bank that is, at the Agenttime of the proposed extension, release, amendment, reduction or consent, a Defaulting Bank; provided, however, that, with respect to any matter described in clause (i) or (ii) of this Section 12.11, the consent of each Defaulting Bank which at such time has a Loan outstanding shall also be required) (i) extend the scheduled final maturity date of any Loan, Loan or any portion thereof, Note other than in accordance with Section 3.04 or reduce the rate or extend the time of payment of interest thereon or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all or substantially all any material portion of the Collateral or Guarantees (under any Security Document except as expressly permitted by the shall be otherwise provided in any Credit Documents)Document, (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1212.11, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Majority Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision any Credit Document or (vi) amend the definition of Section 10 may be amended without Loss Threshold Incurrence Date other than to increase the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan dollar amount or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)percentage specified therein.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required BanksLenders; provided that (x) no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected Bank and the Agentthereby, (i) extend the scheduled final maturity date of any LoanLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any the Commitment of any BankLender), (ii) release Parent or Xxxxxxxx Tobacco from its Guaranty, (iii) at any time Collateral is pledged pursuant to the Security Documents release (other than pursuant to the automatic release provided for in Section 7.10 or as otherwise expressly permitted by the Security Documents) all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents)Collateral, (iiiiv) amend, modify or waive any provision of this Section 1.10(other than technical amendments which do not adversely affect the rights of any Lender), 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12Section 12.06 in a manner that would alter the pro rata sharing of payments required thereby, (ivv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) Lenders or (vi) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement; and (y) the financial covenants set forth in Sections 8.03(o), 8.04(m), 8.05, 8.07 and 8.08 (and the defined terms used therein) may be adjusted with the consent of the Borrower and the Majority SMA to the extent provided in Sections 7.09 and 12.07(a). No provision of Section 10 11 may be amended or modified without the consent of any Senior Managing Agent adversely affected thereby. The obligations of Swingline Lenders to make Swingline Loans, the terms of any such Swingline Loans and the obligations of the other Lenders to fund Mandatory Borrowings shall not be amended or modified without the consent of the Administrative Agent and no provision Swingline Lenders adversely affected thereby. The terms of Section 10.11 may 2 shall not be amended or modified without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent any Letter of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Credit Issuer adversely affected thereby.

Amendment or Waiver. Neither (a) Except to the extent set forth in Section 12.17(a), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrowers and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected Bank and the Agentthereby), (i) extend the final scheduled final maturity date of any Loan, Loan or Note or extend the stated maturity of any portion thereofLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a change reduction in the terms rate of any Commitment interest or Fees for the purposes of any Bankthis clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction, provided that such amendment or modification was not consummated for the purpose of lowering the interest rate or Fees hereunder), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Documents)) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1212.12, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement. No Agreement or (vi) consent to the release of Silgan, Containers or Plastics from its obligations under the Borrowers/Subsidiaries Guaranty except, in the case of Containers or Plastics, in connection with a sale of all or substantially all of the assets of, or all of the capital stock of, Containers or Plastics in a transaction permitted under this Agreement or that has been approved by the Required Banks; provided further, that no such change, waiver, discharge or termination shall (u) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (v) without the consent of BTCo, amend, modify or waive any provision of Section 10 may be amended 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of the Administrative Agent and no or the Co-Arrangers, amend, modify or waive any provision of Section 10.11 may be amended 11 as same applies to the Administrative Agent or the Co-Arrangers or any other provision as same relates to the rights or obligations of the Administrative Agent or the Co-Arrangers, (x) without the written consent of the Syndication Agent and the Documentation Collateral Agent. No , amend, modify or waive any provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Collateral Agent, (y) without the written consent of the Majority Banks holding at least 51% of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the U.K. Swingline Loan Commitments actions described below (or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% without the consent of the outstanding U.K. Swingline Loans Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or Canadian Swingline Loansalter the required application of any prepayments or repayments (or commitment reduction), respectivelyas between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b) or (c)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, amend the definition of Supermajority Banks or reduce the amount of, or shorten or extend, any A Term Loan Scheduled Repayment or B Term Loan Scheduled Repayment, as the case may be.

Amendment or Waiver. Neither this Credit Agreement nor any ------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; Lenders, provided that no -------- such change, waiver, discharge or termination shall, without the consent of each Lender affected Bank and the Agentthereby, (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note (it being understood that any waiver of the application of any prepayment or the method of application of any prepayment to the Revolving Loans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of any Loan, or any portion thereofsuch Revolving Loans), or reduce the rate or extend the time of payment of interest thereon or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments, or mandatory prepayment, shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release all or substantially all of the Collateral or Guarantees guaranties (except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12this Section, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks, Lenders or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreementany Credit Document. No provision of Section Article 3, 10 or 11 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan each Issuing Bank or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline LoansAgent, respectively).

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Company and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) affected Bank and the Agentthereby, (i) extend any Scheduled TL Repayment Date or reduce the scheduled final maturity date amount of any Loan, Scheduled TL Repayment or extend the final scheduled maturity of any portion thereofLoan (it being understood that any waiver of the application of any prepayment of or the method of application of any prepayment to the amortization of the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post- default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Revolving Loan Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment or reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all or substantially all of the Collateral or Guarantees Subsidiary Guarantors from the Subsidiary Guaranty (except as expressly permitted by provided in the Credit Documents), ) and (iii) amend, modify or waive any provision of this Section, or Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.06 or 11.07(b) or 11.12), (iv) reduce any the percentage specified in, or otherwise modify, the definition of of, Required Banks, or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this AgreementAgreement or any other Credit Document except in accordance with the terms hereof or thereof. No provision of Section 10 11 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither A. No approval, consent, amendment or waiver of this Agreement nor or any other of the Credit Document nor any terms hereof or thereof may Documents shall be changed, waived, discharged or terminated (other than pursuant to the terms hereof) effective unless such change, waiver, discharge or termination it is in writing signed by the Agent and the Required Banks; provided provided, however, that no any such changeapproval, waiverconsent, discharge amendment or termination shallwaiver that (a) reduces the amount of any interest, principal, fees or other amounts owing to any Bank hereunder, including, without limitation, amounts payable under Section 4 (but excluding any waiver of any increase in the interest rate applicable to the Loans pursuant to Section 2.06(e)); (b) releases any Person (except pursuant to any Divestitures and as set forth in Section 8.02(ii), (iii) and (vi)) from all or any portion of its liabilities under the Subsidiary Guaranty; (c) amends any provisions of this Section 11.13; (d) reduces the percentage specified in the definition of the term "REQUIRED BANKS" or changes the definition of "PRO RATA SHARE" (it being understood that, with the consent of each affected Bank and Required Banks, additional extensions of credit pursuant to this Agreement may be made on substantially the Agent, same basis as the extensions of the Commitments); (ie) extend postpones the scheduled final maturity date (but not the date of any Loanscheduled installment of principal) of any of the Loans or the date on which any interest or any fees are payable under this Agreement or any of the Credit Documents; (f) releases all or substantially all of the Collateral (except as set forth in Sections 8.02(i) or (ii) or 8.14, or if the sale or disposition of such Collateral is permitted under any portion thereofof the Credit Documents), or reduce (g) by the rate terms of any provision of this Agreement requires the approval of all the Banks shall be effective only if it is in writing signed by all the Banks directly affected; provided, further, that no such approval, consent, amendment or extend the time of payment of interest thereon or fees or reduce the principal amount thereof, or waiver shall increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect without the consent of such Bank (it being understood that approvals, consents, amendments or waivers of conditions precedent, covenants, defaults or events of default or of a waiver of any Default mandatory prepayment or Event of Default reduction in the aggregate Commitments shall not constitute a change in an increase of the terms of any Commitment of any Bank); provided further that no amendment, (ii) release all modification or substantially all waiver of any provision of this Agreement relating to Swing Line Loans or the Swing Line Commitment shall be effective without the written concurrence of the Collateral Swing Line Bank; and provided, further, that no amendment, modification or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive waiver of any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) 10 or 11.12, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No other provision of Section 10 may be amended without this Agreement expressly requiring the consent approval or concurrence of the Administrative Agent and no provision of Section 10.11 may shall be amended effective without the written consent concurrence of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrowers and the Required Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender directly affected Bank and the Agentthereby, (i) extend the scheduled final maturity date of any Loan, or any portion thereof, Final Maturity Date or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees or other amounts payable hereunder, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) 12.06 or 11.12this Section 12.11, (iviii) reduce any the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of Required BanksLenders, (viv) modify release the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) Company from its obligations under Company Guaranty or (viv) consent to the assignment or transfer by any Credit Party each Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended ; and provided further that no change, waiver, discharge or termination shall, without the consent of each of the Administrative Agent Agent, each LC Issuer and no the Required Lenders amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)1.15.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties thereto and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank affected Bank and the Agentthereby (other than a Defaulting Bank), (i) extend any Scheduled Repayment or the scheduled final maturity date of any Loan, Loan or Note (it being understood that any portion waiver of the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of any Scheduled Repayment or the scheduled final maturity thereof), or reduce the rate rate, or extend the time of payment payment, of interest thereon or fees Fees or reduce the principal amount thereof, or (ii) increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment of any Bank), (iiiii) release all or substantially all any material portion of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Documents), (iiiiv) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (ivv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) Banks or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 or any other provision relating to the rights and/or obligations of the Administrative Agent may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by Borrower and the Required Banks; provided provided, however, that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) affected Bank and thereby and, with respect to clause (vi) below, the Agent, consent of the Administrative Agent (i) extend the scheduled final maturity date of any Loan, or any portion thereofMaturity Date, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability or fees any postdefault increase in interest rates) or Fees thereon, or reduce the principal amount thereof, or (ii) increase the Commitments Commitment of any such Bank or the Total Commitments, in each case over the amount thereof then in effect (if it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12this Section, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks (if it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Commitments are included on the Second Amended and Restated Effectiveness Date), or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 2 or 11, or any other provisions relating to any Letter of Credit Issuer or the Administrative Agent may be amended modified without the consent of such Letter of Credit Issuer or the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this Credit Agreement nor any other ------------------- Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; Lenders, provided that no -------- such change, waiver, discharge or termination shall, without the consent of each Lender affected Bank and the Agentthereby, (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note (it being understood that any waiver of the application of any prepayment or the method of application of any prepayment to the Revolving Loans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of any Loan, or any portion thereofsuch Revolving Loans), or reduce the rate or extend the time of payment of interest thereon or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments, or mandatory prepayment, shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release all or substantially all of the Collateral or Guarantees guaranties (except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12this Section, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required BanksLenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreementany Credit Document, or (vi) amend the order of the application of payments set forth in Section 2.6(d). No provision of Section Article 3, 10 or 11 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan each Issuing Bank or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline LoansAgent, respectively).

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (with Obligations of the respective types being directly affected Bank and the Agent, thereby): (i) extend or reduce the scheduled final maturity date of any Loan, Loan or Note or extend any portion thereofrequired amortization under Section 4.02(A)(b) or (c) or extend or reduce any revolving loan commitment reduction date under Section 3.03(d) or extend or reduce any required repayment date under Section 4.02(A)(a) or extend or reduce the stated maturity of any Letter of Credit or Unpaid Drawing beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except (x) in connection with a waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification to the financial definitions (but not to the levels) in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or fees for purposes of this clause, notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or a mandatory repayment shall not constitute a change an increase of the Commitment of any Bank, and that an increase in the terms available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), ; (ii) release all or substantially all any substantial portion of the Collateral or Guarantees (except as expressly permitted by provided in the relevant Credit Documents), ; (iii) amend, modify or waive any provision of this Section 1.1013.12, 1.111.07 or any other provision providing for pro rata application of payments, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) prepayments or 11.12, reductions in Commitments; (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date); or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No ; provided further, that no such change, waiver, discharge or termination shall: (i) without the consent of the Swingline Bank, to amend, modify or waive any provision relating to Swingline Loans or the rights or obligations of the Swingline Bank; or (ii) without the consent of the Required A Term Facility Banks amend, modify or waive (I) Sections 4.01(a)(v), 4.01(a)(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage or B TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans and B Term Loans in a manner adverse to the A Term Loans or (II) the definition of Required A Term Facility Banks; or (iii) without the consent of each Bank with outstanding A Term Loans, amend, modify, waive or defer any Scheduled A Term Loan Repayment; or (iv) without the consent of the Required B Term Facility Banks amend, modify or waive (I) Sections 4.01(a)(v), 4.01(a)(vi), 4.02(B)(a)(i) or the definitions of A TL Percentage or B TL Percentage to the extent that, in any such case, such amendment, modification or waiver would alter the application of prepayments or repayments as between A Term Loans and B Term Loans in a manner adverse to the B Term Loans or (II) the definition of Required B Term Facility Banks; or (v) without the consent of each Bank with outstanding B Term Loans, amend, modify, waive or defer any Scheduled B Term Loan Repayment or (vi) without the consent of the Issuing Bank, amend, modify or waive any provision of Section 10 may be amended 2 or alter its rights or obligations with respect to Letters of Credit; or (vii) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No 12 or any other provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Administrative Agent; or (viii) without the written consent of Banks holding at least 51% the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision relating to the rights or obligations of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Collateral Agent.

Amendment or Waiver. Neither this Agreement nor any other Credit ------------------- Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required BanksLenders; provided provided, that no such change, waiver, discharge or termination shall, without the consent of each affected Bank and the AgentLender, (i) extend the scheduled final maturity date of any LoanLoan or Note, or any portion thereof, or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees payable hereunder or reduce the principal amount thereof, or increase the Commitments Credit Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Credit Commitment shall not constitute a change in the terms of any the Credit Commitment of any BankLender), (ii) release all or substantially all of collateral at such time securing the Collateral or Guarantees Obligations hereunder (except as expressly permitted by the Credit Documentsprovided in such instruments pertaining to such collateral), (iii) the release of the Guaranty or any other guaranty at any time supporting the Obligations, (iv) amend, modify or waive any provision of this Section, or Section 1.102.12, 1.112.13, 3.044.05, 8.019.01, 8.059.02, 10.07, 11.019.03, 11.02, 11.04, 11.06, 11.07(b) 11.08 or 11.12, 11.11; (ivv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, Lenders; (vvi) modify alter or amend any provision hereof expressly requiring the definition consent of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify all of the date upon which any scheduled amortization payment is due) Lenders; or (vivii) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without the consent of the Administrative Agent Agent. The provisions of Sections 2.07, 2.08, 2.09, 2.10 and no provision of Section 10.11 may 2.11 shall not be amended or modified in any way that adversely affects the Agent with respect to its obligation to issue Letters of Credit, without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)'s consent.

Amendment or Waiver. Neither this Credit Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender affected Bank and the Agentthereby, (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note (it being understood that any waiver of the application of any prepayment or the method of application of any prepayment to the Revolving Loans or any mandatory reduction to the Total Commitments shall not constitute an extension of the final maturity date of any Loan, or any portion thereofsuch Revolving Loans), or reduce the rate or extend the time of payment of interest thereon or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments, or mandatory prepayment, shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release all or substantially all of the Collateral or Guarantees guaranties (except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12this Section, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required BanksLenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreementany Credit Document, or (vi) amend the order of the application of payments set forth in Section 2.6(d); and provided, further, that no such change or waiver shall, without the consent of the Supermajority Lenders, increase the percentages set forth in Section 2.2 for calculation of the Borrowing Base. No provision of Section Article 3, 10 or 11 may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan each Issuing Bank or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline LoansAgent, respectively).

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge 109 or termination is in writing signed by the Required BanksLenders and the Borrowers (or, in the case of any Credit Document other than this Agreement, as otherwise provided therein); provided provided, that no such change, waiver, discharge or -------- termination shall, without the consent of each Lender (other than a Defaulting Lender) being directly affected Bank and the Agentthereby, (i) extend the final scheduled final maturity of any Loan or Note or extend the stated expiration date of any Loan, or any portion thereofLetter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees, or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a change reduction in the terms rate of any Commitment interest or Fees for the purposes of any Bankthis clause (i)), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Documents) under all of the Security Documents, or release any Guarantor from its obligations under any Guaranty to which it is a party (except (in each case) as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 1.1012.12 to the extent that any such amendment, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) modification or 11.12waiver would alter any of the voting provisions set forth in the other provisions of this Section 12.12, (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required BanksLenders (it being understood that, (v) modify with the definition consent of Scheduled A Term Loans Principal Paymentsthe Required Lenders, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify additional extensions of credit pursuant to this Agreement may be included in the date upon which any scheduled amortization payment is duedetermination of the Required Lenders on substantially the same basis as the extensions of Revolving Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement. No provision Agreement or any other Credit Document except in accordance with the terms hereof or thereof; provided further, that no such change, waiver, discharge or ---------------- termination shall (w) increase the Revolving Commitment (or Canadian Sub- Commitment) or Dollar Term Loan Commitment of Section 10 may be amended any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not: constitute an increase of the Revolving Commitment (or Canadian Sub- Commitment) of any Lender, and that an increase in the available portion of any Revolving Commitment (or Canadian Sub-Commitment) or Dollar Term Loan Commitment of any Lender shall not constitute an increase in the Revolving Commitment (or Canadian Sub-Commitment) of such Lender), (x) without the consent of the Administrative Agent and no Letter of Credit Issuer, amend, modify or waive any provision of Section 10.11 may be amended 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the written consent of Fleet, amend or modify the obligation of Fleet to make Swingline Loans, the terms of any such Swingline Loans or the obligations of the Lenders to fund Mandatory Borrowings, or (z) without the consent of the Syndication Agent and the Documentation Agent. No , amend, modify or waive any provision relating of Section 11 as same applies to the U.K. Swingline Loan Agent or any other provision as same relates to the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% rights or obligations of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Agent.

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected Bank and in the Agentcase of following clause (i)), (i) extend the final scheduled final maturity of any Loan or Note or extend the stated expiration date of any Loan, or any portion thereofLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a change reduction in the terms rate of any Commitment interest or Fees for the purposes of any Bankthis clause (i)), (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Documents)) under all the Security Documents, (iii) release all or substantially all of the Guarantors under the Guaranties, (iv) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1214.12 (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 Revolving Loan Commitments on the Effective Date), (ivv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood that, with the consent of the Required Banks, (v) modify additional extensions of credit pursuant to this Agreement may be included in the definition determination of Scheduled A the Required Banks on substantially the same basis as the extensions of Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term and Revolving Loan Principal Payments (or otherwise modify Commitments are included on the date upon which any scheduled amortization payment is dueEffective Date) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No ; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase of the Commitment of such Bank), (2) without the consent of each Issuing Bank having Letters of Credit outstanding hereunder, amend, modify or waive any provision of Section 10 may 2 or alter its rights or obligations with respect to Letters of Credit (it being understood and agreed that to the extent any Issuing Bank does not have any Letters of Credit outstanding but such Issuing Bank does not give its written consent to any such amendment, modification or waiver, such Issuing Bank shall cease to be amended an Issuing Bank hereunder), (3) without the consent of the Swingline Bank, alter the Swingline Bank’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, or (5) without the written consent of the Syndication Agent and the Documentation Collateral Agent. No , amend, modify or waive any provision relating to the U.K. Swingline Loan rights or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% obligations of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Collateral Agent.

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected Bank and thereby in the Agentcase of the following clause(i)), (i) extend the scheduled final maturity date of any LoanMaturity Date, or any portion thereofas the case may be, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default amendment or Event of Default modification to the financial definitions in this Agreement shall not constitute a change reduction in the terms rate of any Commitment interest for purposes of any Bankthis clause (i)), (ii) release all or substantially all of the Collateral or Guarantees (in each case except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.1212.12(a), (iv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood that, with the consent of the Required Banks, (v) modify additional extensions of credit pursuant to this Agreement may be included in the definition determination of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is dueRequired Banks on substantially the same basis as Revolving Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No ; provided further, that no such change, waiver, discharge or termination shall (v) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Commitment of any Bank, and that an increase in the available portion of any Revolving Commitment of any Bank shall not constitute an increase in the Revolving Commitment of such Bank), (w) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 10 may be amended 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Administrative Agent and no Agent, amend, modify or waive any provision of Section 10.11 may be amended 11 as the same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (y) without the written consent of the Syndication Agent and the Documentation Collateral Agent. No , amend, modify or waive any provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Collateral Agent or (z) without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments Bank, alter its rights or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian obligations with respect to Swingline Loans, respectively).

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties thereto and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank affected Bank and the Agentthereby (other than a Defaulting Bank), (i) extend any Scheduled Repayment or the scheduled final maturity date of any Loan, Loan or Note (it being understood that any portion waiver of the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of any Scheduled Repayment or the scheduled final maturity thereof), or reduce the rate or extend the time of payment of interest thereon or fees Fees or reduce the principal amount thereof, or (ii) increase the Commitments of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment of any Bank), (iiiii) release all or substantially all any material portion of the Collateral or Guarantees (except as expressly permitted by provided in the Credit Documents), (iiiiv) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (ivv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) Banks or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 or any other provision relating to the rights and/or obligations of the Administrative Agent may be amended without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless UNLESS such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; provided Lenders, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) affected Bank and the Agentthereby, (i) extend the scheduled final maturity date applicable to a Loan or a Commitment (it being understood that any waiver of the making of, or application of any Loanprepayment of or the method of application of any amortization payment or other prepayment to, or any portion the amortization of, the Loans shall not constitute an extension of such final maturity thereof), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release all or substantially all of the Collateral or Guarantees (in each case except as expressly permitted by provided in the Credit Loan Documents), (iii) change the definition of the term "Change of Control", (iv) amend, modify or waive any provision of Section 1.10this section 12.12, 1.11or section 11.7, 3.0412.1, 8.0112.4, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) 12.6 or 11.1212.7(b), (ivv) reduce any the percentage specified in, or otherwise modify, the definition of Required BanksLenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 section 2 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither (a) Except as provided in paragraph (b) of this Section, no provision of this Agreement nor or any other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant except by a written instrument signed by each of the Majority Tranche A Lenders and the Majority Tranche B Lenders and the Borrower and each Covered Party that is a party thereto, and, to the terms hereof) unless such changeextent that its rights or obligations may be affected thereby, waiverthe Administrative Agent. Notwithstanding the foregoing provisions, discharge or termination is in writing signed by the Required Banks; provided that no such changewaiver and no such amendment, waiver, discharge supplement or termination shall, without the consent of each affected Bank and the Agent, modification shall (i) extend the scheduled final maturity date of any Loan, or any portion thereof, or reduce the rate increase or extend the time of payment of interest thereon or fees or reduce the principal amount thereof, or increase the Commitments New Tranche B Commitment of any Bank or the Total Commitments, in each case over the amount thereof then in effect Lender (it being understood that a waiver waivers or modifications after the Closing Date of covenants, Defaults or Events of Default shall not constitute an increase or extension of any Default New Tranche B Commitment of any Lender), without the prior written consent of such Lender, (ii) postpone or Event delay any date fixed by this Agreement or any other Financing Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Financing Document (it being understood that waivers or modifications after the Closing Date of covenants, Defaults or Events of Default shall not constitute a change postponement or delay in any date fixed by this Agreement or any other Financing Document for any payment of principal, interest, fees or other amounts due to any Lender hereunder or under any other Financing Document), without the terms prior written consent of such Lender, (iii) reduce the principal of, or the rate of interest specified in any Financing Document on, any Loan of any Commitment Lender, without the prior written consent of any Bank)such Lender, (iiiv) release all or substantially all of the Collateral or Guarantees (except as expressly permitted shall be otherwise provided in any Security Document or other Financing Document or consent to the assignment or transfer by the Credit Documents)Borrower of any of its respective obligations under this Agreement or any other Financing Document, without the prior written consent of each Lender, (iiiv) amend, modify or waive any provision of this Section 9.10 or Section 9.1 or 9.2, without the prior written consent of each Lender, (vi) reduce the percentage specified in or otherwise amend the definition of Required Waiver Lenders or Majority Tranche A Lenders or Majority Tranche B Lenders, without the prior written consent of each Lender, (vii) change, amend or modify the principal amount of, or rate of interest on, or the maturity of, any Tranche A Loan, without the prior written consent of the Majority Tranche B Lenders, (viii) change, amend or modify the principal amount of, or rate of interest on, or the maturity of, any Tranche B Loan, without the prior written consent of the Majority Tranche A Lenders, or (ix) amend, modify or waive any provision of Section 1.1010, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (iv) reduce any percentage specified in, or otherwise modify, the definition of Required Banks, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended without the prior written consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless UNLESS such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; provided Lenders, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) affected Bank and the Agentthereby, (i) extend the scheduled final any maturity date of any Loanprovided for herein applicable to a Loan or a Commitment, or any portion thereof, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release all or substantially all the Borrower from any obligations as a guarantor of the Collateral or Guarantees (except as expressly permitted by the its Subsidiaries' obligations under any Credit Documents)Document, (iii) change the definition of the term "Change of Control" or any of the provisions of section 4.3 or 5.2 which are applicable upon a Change of Control, (iv) amend, modify or waive any provision of Section 1.10this section 12.12, 1.11or section 11.7, 3.0412.1, 8.0112.4, 8.0512.6 or 12.7(b), 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12any other provision of any of the Credit Documents pursuant to which the consent or approval of all Lenders is by the terms of such provision explicitly required, (ivv) reduce any the percentage specified in, or otherwise modify, the definition of Required BanksLenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 section 3 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Required Borrowers and the Majority Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Bank being directly affected Bank and the Agent, thereby: (i) extend the final scheduled final maturity date of any Loan, Loan or any portion thereofNote, or reduce the rate or extend the time of payment of interest or Fees thereon or fees (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase the Commitments of any Bank or the Total Commitments, in each case (over the amount thereof then in effect effect) or extend the availability of (whether by amendment of the definition of Availability Expiry Date or otherwise) the Commitments of any Bank (it being understood that a waiver of any conditions precedent, covenants, Default or Event of Default shall not constitute a change in an increase or extension of the terms availability of any the Commitment of any Bank), ; (ii) release all or substantially all of the Collateral or Guarantees (except as expressly permitted by the Credit Documents), (iii) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, 13.9; (iviii) reduce any the percentage specified in, or otherwise modify, the definition of Required Majority Banks, ; (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (viiv) consent to the assignment or transfer by or release of any Credit Party Obligor of any of its rights and obligations under this any Credit Document; or (v) amend, modify or waive any provision in Article XI hereof or release any Guarantor from any of their respective obligations hereunder; or (vi) release all or any portion of the Collateral (as such term is defined in the Security Agreement. No provision of Section 10 may be amended ); provided further, that no such change, waiver, discharge or termination shall: (x) without the consent of the Administrative Agent and no Agents, amend, modify or waive any provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No Article XII or any other provision relating to the U.K. Swingline Loan rights or obligations of the Canadian Swingline Loan may be amended Agents, or (y) without the written consent of Banks holding at least 51% the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).Joint Lead Arrangers. Section 13.10

Amendment or Waiver. Neither (a) No provision of this Agreement nor or any other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the Required Banks; provided Majority Lenders (or the Administrative Agent on behalf of the Majority Lenders with such Majority Lenders’ written consent) and the Borrowers (but only if either Borrower is a party thereto), and, to the extent that its rights or obligations may be affected thereby, the Agent or Agents party thereto. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiversupplement or modification shall (i) increase the Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, discharge covenants, Defaults or termination shallEvents of Default or of a mandatory reduction in the Total Commitment, shall not constitute an increase of the Commitment of any Lender), without the prior written consent of each affected Bank and the Agentsuch Lender, (iii) extend postpone or delay the scheduled final maturity date of any Loan, without the prior written consent of each affected Lender, or postpone or delay any date fixed by this Agreement or any portion thereof, or reduce the rate or extend the time of other Financing Document for any payment of principal, interest thereon or fees Fees due to any Lender hereunder or under any other Financing Document, without the prior written consent of such Lender, (iii) reduce any fee or premium payable to any Lender under any Financing Document or reduce the principal amount thereofof, or increase the Commitments rate of interest specified in any Financing Document on any Loan of any Bank or Lender, without the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver prior written consent of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)such Lender, (iiiv) release release, amend or modify all or substantially all of the Collateral or Guarantees (except as expressly permitted shall be otherwise provided in any Security Document or other Financing Document or consent to the assignment or transfer by either Borrower of any of its respective obligations under this Agreement or any other Financing Document, without the Credit Documents)prior written consent of each Lender, (iiiv) amend, modify or waive any provision requiring pro rata payments to each Lender without the prior written consent of each Lender, (vi) amend, modify or waive any provision of this Section 1.109.12 or Section 6.9, 1.119.1 or 9.2, 3.04without the prior written consent of each Lender, 8.01or any provision of Section 6.7, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12without the prior written consent of each affected Lender, (ivvii) reduce any the percentage specified in, in or otherwise modify, amend the definition of Required BanksLenders or Majority Lenders or otherwise reduce the number of Lenders required to approve any amendment, supplement, modification, consent or instruction, without the prior written consent of each Lender, (vviii) modify terminate or release any of the definition Equity Support Guaranties, the Sponsor Contingent Balloon Guaranties (as defined in the Undertaking Agreement), the QGSA Undertaking Agreements (as defined in the Undertaking Agreement) or, if applicable, the Parent Balloon Guaranties (as defined in the Undertaking Agreement), without the prior written consent of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) each Lender or (viix) consent to alter the assignment GIEK Commitment Fee, the Bank Tranche Commitment Fee or transfer by any Credit Party of any of its rights and obligations premium payable under this Agreement. No provision of Section 10 may be amended Agreement to GIEK or any Lender, without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent all of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)Lenders.

Amendment or Waiver. Neither (a) No provision of this Credit Agreement nor or any other Credit Financing Document nor any terms hereof or thereof may be changedamended, supplemented, modified or waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing except by a written instrument signed by the Required Banks; provided Lenders and the Borrower or the relevant Guarantor (but only if the Borrower or such Guarantors is a party thereto), and, to the extent that its rights or obligations may be affected thereby, the Agent or Agents party thereto. Notwithstanding the foregoing provisions, no such changewaiver and no such amendment, waiversupplement or modification shall (i) increase or extend the Commitment of any Lender (it being understood that waivers or modifications of conditions precedent, discharge covenants, Defaults or termination shallEvents of Default shall not constitute an increase of the Commitment of any Lender), or extend the expiration date of the Commitment of any Lender, without the prior written consent of each affected Bank and the Agentsuch Lender, (iii) extend postpone or delay the scheduled final maturity date of any Loan, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Credit Agreement or any portion thereofother Financing Document for any payment of principal, interest or fees due to any Lender hereunder or under any other Financing Document, without the prior written consent of each Lender affected thereby, (iii) reduce the principal of, or reduce the rate or extend the time of payment amount of interest thereon or fees or reduce the principal amount thereofspecified in any Financing Document on, or increase the Commitments any Loan of any Bank or Lender without the Total Commitments, in prior written consent of each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank)Lender affected thereby, (iiiv) release all or substantially all of the Collateral or Guarantees (except as expressly permitted consent to the assignment or transfer by the Borrower of any of its respective obligations under this Credit DocumentsAgreement or any other Financing Document, without the prior written consent of all Lenders, (v) amend, modify or waive any provision of this Section 9.10, Section 6.8, 9.1 or 9.2 or any other provision hereunder providing for the ratable treatment of Lenders (such as Sections 6.5(b)(iii)), without the prior written consent of each Lender, (iiivi) postpone or delay the date on which any amounts are required to be paid or reduce or waive the amount required to be paid on such date or the amount of credit support required to be provided on such date by the Guarantors under any of the Transaction Documents (or permit the transfer or assignment of any obligation of, or release or discharge any payment obligation of, the Guarantors thereunder) without the prior written consent of each Lender affected thereby, (vii) reduce the percentage specified in or otherwise amend the definition of Required Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, or amend, modify, or waive any provision which expressly provides a consent right to each Lender, in each of the foregoing cases, without the prior written consent of each Lender affected thereby, (viii) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility, (ix) amend or modify the definitions of Lender Parties, Secured Parties, Secured Financial Hedge Counterparties, Obligations or Secured Obligations or amend, modify or waive Sections 4.1(a), 4.3 and 6.1 of the Account Agreement or Section 5.16 herein in each case in a manner that would be adverse to the Secured Financial Hedge Counterparties without the prior written consent of each Lender who is or whose Affiliate is a Secured Financial Hedge Counterparty, (x) amend, modify or waive the second sentence of Section 9.4 without the prior written consent of each Lender affected thereby, or (xi) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (iv) reduce any percentage specified in, or otherwise modify2.20 without the prior written consent of the Issuing Lender. Notwithstanding the preceding provisions of this Section 9.10, the definition of Required Banks, (v) modify Borrower and the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments Administrative Agent may amend or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify supplement the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement. No provision of Section 10 may be amended Financing Documents without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating any Lender to (i) cure any ambiguity, defect or inconsistency or (ii) to make any change that would provide any additional rights or benefits to the U.K. Swingline Loan Lenders or that does not adversely affect the Canadian Swingline Loan may be amended without the written consent interests or rights hereunder of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively)any Lender.

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) directly affected Bank and the Agentthereby, (i) extend the scheduled final maturity date Final Maturity Date, (it being understood that any waiver of the application of any Loanprepayment of or the method of application of any prepayment to the amortization of, or the Loans shall not constitute any portion thereofsuch extension), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Bank), (ii) release or permit the release of all or substantially all of the Collateral or Guarantees release any Subsidiary Guarantor from the Subsidiary Guaranty (in each case except as expressly permitted by provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12this Section, (iv) reduce any the percentage specified in, or otherwise modify, the definition of Required Banks, Banks or (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 2 or 11 may be amended without the consent of the Administrative Agent and no provision Letter of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan Credit Issuer or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline LoansAgent, respectively).

Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; , provided that no such change, waiver, discharge or termination shall, without the consent of each Bank (other than a Defaulting Bank) affected Bank and the Agentthereby, (i) extend the scheduled final maturity date of any Loan, or any portion thereofMaturity Date, or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or (ii) increase the Commitments Commit ment of any Bank or the Total Commitments, in each case over the amount thereof then in effect (it being understood under stood that a waiver of any condition, covenant, Default or Event of Default shall not constitute a change in the terms of any Commitment of any Bank), (iiiii) release or permit the release of (x) all or substantially all of the Security Agreement Collateral or Guarantees (except as expressly permitted by y) the Credit Documents)Guaranty of Holdings or Parent pursuant to Section 12, (iiiiv) amend, modify or waive any provision of this Section 1.10, 1.11, 3.04, 8.01, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) or 11.12, (ivv) reduce any the percentage specified in, or otherwise modify, in the definition of Required Banks (it being understood and agreed that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of Required Banks on substantially the same basis as the Commitments (vand related extensions of credit) modify are included on the definition of Scheduled A Term Loans Principal PaymentsEffective Date), Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this AgreementAgreement or (vii) waive, change the timing or amount of, or extend any mandatory reduction in the Total Commitment. No provision of Section 10 Sections 10, or any other provisions relating to the Administrative Agent may be amended modified without the consent of the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).

Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than pursuant to the terms hereof) unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Banks; Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) affected Bank and the Agentthereby, (i) extend the scheduled final maturity date applicable to a Loan or a Commitment (it being understood that any waiver of the making of, or application of any Loanprepayment of or the method of application of any amortization payment or other prepayment to, or any portion the amortization of, the Loans shall not constitute an extension of such final maturity thereof), or reduce the rate or extend the time of payment of interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees Fees thereon, or reduce the principal amount thereof, or increase the Commitments Commitment of any Bank or the Total Commitments, in each case Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any BankLender), (ii) release all or substantially all of the Collateral or Guarantees (in each case except as expressly permitted by provided in the Credit Documents), (iii) release any Guarantor from its Guaranty, except in strict compliance with the provisions thereof, (iv) change the definition of the term "Change of Control", (v) amend, modify or waive any provision of Section 1.10this section 12.12, 1.11or section 11.7, 3.0412.1, 8.0112.4, 8.05, 10.07, 11.01, 11.02, 11.04, 11.06, 11.07(b) 12.6 or 11.1212.7(b), (ivvi) reduce any the percentage specified in, or otherwise modify, the definition of Required BanksLenders, (v) modify the definition of Scheduled A Term Loans Principal Payments, Scheduled B Term Loans Principal Payments or Scheduled Acquisition Term Loan Principal Payments (or otherwise modify the date upon which any scheduled amortization payment is due) or (vivii) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement. No provision of Section 10 section 2 or 11 may be amended without the consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the Administrative Agent and no provision of Section 10.11 may be amended without the written consent of the Syndication Agent and the Documentation Agent. No provision relating to the U.K. Swingline Loan or the Canadian Swingline Loan may be amended without the written consent of Banks holding at least 51% of the U.K. Swingline Loan Commitments or Canadian Swingline Commitments, respectively (or, if U.K. Swingline Loan Commitments or Canadian Swingline Loan Commitments have been terminated, Banks holding at least 51% of the outstanding U.K. Swingline Loans or Canadian Swingline Loans, respectively).