Common use of Amendment or Waiver; etc Clause in Contracts

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving Commitment, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender; provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender 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 Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i) or clause (ix)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive forgive) the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 13.07(a) shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon for the purposes of any Lenderthis clause (i)), (ii) release all or substantially all of (x) the Collateral (except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral ) under all the Security Documents without or (y) the prior written consent of each LenderSubsidiary Guarantors under the Subsidiaries Guaranties, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage “majority” voting threshold specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Closing Effective Date), (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without Agreement, (vi) increase the consent advance rates applicable to the Borrowing Base over those in effect on the Initial Borrowing Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vii) increase the percentage of the Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(e), (viii) increase the Total Commitment (other than as contemplated by Section 2.14) or (ix) or increase the Revolving Loan Commitment of any Lender; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any each Issuing Lender, and that an increase in the available portion amend, modify or waive any provision of any Commitment Section 1 or alter its rights or obligations with respect to Letters of any Lender shall not constitute an increase of the Commitment of such Lender)Credit, (2) without the consent of each Agent adversely affected therebythe Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such the Administrative Agent, or (34) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated termi- nated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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)Banks, provided that no such change, waiver, discharge or termination shall shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected therebyextend any Scheduled Repayment, extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) discharge any Subsidiary Guarantor, or release any portion of the Collateral having a book value in excess of $2,000,000 except as otherwise expressly may be provided in the Credit Documents, release all this Agreement or substantially all of the Collateral under all in the Security Documents without or except where the prior written consent of each Lenderthe Required Lenders only is specifically provided for, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby12.12, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender Banks (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicableBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase of in the Commitment of such LenderBank), (2) without the consent of each Agent adversely affected therebythe Letter of Credit Issuer, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent, or (34) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note or extend the stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity Date or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees extent paid in cash) (it being understood that waivers any amendment or modifications of conditions precedent, Defaults or Events of Default modification to the financial definitions in this Agreement shall not constitute a reduction or extension of the time of payment in any rate of interest or Fees thereon fees for purposes of any Lenderthis clause (i), not- withstanding the fact that such amendment or modification actually results in such a reduction), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Term Loans and Credit-Linked Commitments on the Closing Restate ment Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Term Loans and Credit-Linked Commitments are included on the Closing Restatement Effective Date), (viv) consent to the assignment or transfer by any Borrower Credit Agreement Party of any of its rights and obligations under this Agreement, or (vi) release any Credit Agreement without the consent of each LenderParty Guaranty or waive compliance by any Credit Agreement Party with its payment obligations under its Credit Agreement Party Guaranty; provided further provided, further, that no such change, waiver, discharge or termination shall (1p) amend, modify or waive any condition precedent set forth in Section 6 with respect to the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Credit-Linked Commitments, (q) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2r) without the consent of each Issuing Lender affected and Bank Guaranty Issuer thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Bank Guaranties, (s) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (t) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (3u) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4v) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (w) without the consent of an Issuing Bank the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date), (x) except in cases where additional extensions of credit are being af- forded substantially the same treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to Section 1.14 (as in effect on the Restatement Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14; (y) without the consent of the Supermajority Lenders of the respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Loans are made pursuant to a Swingline Lendergiven Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date) or (z) without the consent of the Deposit Bank, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without Deposit Bank. Notwithstanding anything to the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitationcontrary contained above in this Section 13.12(a), the definitions of “Eligible Accounts” Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and “Eligible Inventory”) if, as a result thereof, the amounts available to Foreign Security Documents which may be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to changepreserve, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition maintain, perfect and/or protect the security interests purported to the Borrowing Base granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as provided herein, may be reasonably requested by the U.S. Borrower for legitimate operational reasons (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowerse.g., the Administrative Agent and transfer of Property from one jurisdiction to another), so long as the Lenders providing such tranche shall be necessary for amendments described Fair Market Value of all Collateral so subject to release (as determined in clause (egood faith by the U.S. Borrower) of Section 2.15 relating to the “first-in, last-out” trancheat any time does not exceed $5,000,000.

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post-default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower the Borrowers of any of its their respective rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ey) of Section 2.15 relating to the first proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon or thereon; except (x) in connection with applicability of any post-default increase in interest rates and (y) extensions expressly permitted by Section 2.14, reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date; and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ey) of Section 2.15 relating to the second proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon or thereon; except (x) in connection with applicability of any post-default increase in interest rates and (y) extensions expressly permitted by Section 2.14, reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase amend the percentages set forth in definition of Supermajority Lenders (it being understood that, with the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date; and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ey) of Section 2.15 relating to the second proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post-default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Initial Term Loans on the Closing First Restatement Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing First Restatement Effective Date), (vi) consent to the assignment or transfer by any Borrower the Borrowers of any of its their respective rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the First Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the First Restatement Effective Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the First Restatement Effective Date); and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ey) of Section 2.15 relating to the first proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving Commitment, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with applicability of any post-default increase in interest rates) or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), ) or (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender; provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender 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 Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a the Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms term “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions definition of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, herein or (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranchethereto.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Guarantee and Collateral Agreement and the other Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, Lender (but not the Required Lenders) (i) extend the final scheduled maturity of any Revolving Commitment, Loan or Note or extend the stated expiration date of any Letter of Credit beyond the applicable Maturity Date of such Lender holding such Loan or Note or (ii) reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive forgive) the principal amount thereof or forgive the payment of such interest Lender holding such Loan or Fees Note; provided, further, that no such change, waiver, discharge or termination shall, without the consent of each Lender (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (iii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release or all or substantially all of the value of the guarantees provided by the Subsidiary Guarantors under the Security Documents (except as expressly provided in the Credit Party Guaranty without the prior written consent of each LenderDocuments), (ivii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a13.10(a) which would result in the reduction of the voting thresholds specified herein (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Revolving Loan Commitments on the Closing DateDate or as otherwise provided herein), in each case, without the prior written consent of each Lender directly and adversely affected thereby, or (viii) reduce the percentage “majority” voting threshold specified in the definitions definition of “Required Lenders Lenders” or Supermajority Lenders without the prior written consent of each Lender “Required Revolving Lenders” (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Initial Revolving Loan Commitments are included on the Closing Date)) or change any other provision hereof specifying the number or percentage of Lenders required to waive, (vi) amend or modify any rights hereunder or make any determination or grant any consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement hereunder, without the written consent of each Lender; provided further provided, further, that no such change, waiver, discharge or termination shall (1i) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment or a mandatory repayment or commitment reduction of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2ii) without the consent of each Agent Issuing Lender, amend, modify or waive any provision of Section 3 (as applies to such Issuing Lender) or adversely affected therebyalter its rights or obligations with respect to Letters of Credit issued by it under this Agreement, (iii) without the consent of the Swingline Lender, adversely alter the Swingline Lender’s rights or obligations with respect to Swingline Loans under this Agreement, (iv) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such the Administrative Agent, (3v) without the consent of Collateral AgentTrustee, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, Trustee and (4vi) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations Majority Lenders of the such Issuing Bank or such Swingline Lenderrespective Class affected thereby, (5) without the prior written consent of the Supermajority Lenders, change amend the definition of “Majority Lenders” to reduce the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein voting threshold (includingit being understood that, without limitation, with the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent determination of the Borrowers, Majority Lenders on substantially the Administrative Agent same basis as the extensions of Loans and Commitments are included on the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheClosing Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (and Issuing Bankwith Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 13.07 shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon for the purposes of any Lenderthis clause (i)), (ii) except as otherwise expressly provided in the Credit Documents, release (x) all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under the Security Documents or (y) all or substantially all of the value of Guarantors from the Credit Party Guaranty without from their guarantee obligations under the prior written consent of each LenderGuaranty, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of such Agent, the Administrative Agent or (35) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the U.S. Borrower may be released from, any Subsidiaries Guaranty 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note (other than by amending clause (c) of the definition of “Maturity Date”) or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lenderextent paid in cash), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release all ) under any Security Document or substantially all alter the relative priority of the value of the Credit Party Guaranty without the prior written consent of each LenderLiens, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Term Loans are included on the Closing Effective Date), (viv) consent to the assignment or transfer by any Borrower Credit Agreement Party of any of its rights and obligations under this Agreement without Agreement, or (vi) release the consent of each LenderHoldings Guaranty, the U.S. Borrower’s Guaranty or any Subsidiaries Guaranty; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of an Issuing Bank the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Sections 5.01 or 5.02 (excluding Section 5.02(b)) (although the Required Lenders may waive, in whole or in part, any such Issuing Bank prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such Swingline Lenderprepayment, repayment or commitment reduction which is still required to be made is not altered), (5) without the prior written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), or (6) without the consent of the Supermajority LendersLenders of the respective Tranche, change reduce the amount of or extend the date of, any Tranche A Term Loan Scheduled Repayment, Tranche B Term Loan Scheduled Repayment, Tranche C Term Loan Scheduled Repayment or Incremental Term Loan Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (6)), or amend the definition of Supermajority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (includingconsent of the Required Lenders, without limitationadditional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the definitions of “Eligible Accounts” Administrative Agent and/or the Collateral Agent shall be permitted to enter into such amendments and/or modifications (i) as specified in Section 6.26(c) and “Eligible Inventory”(ii) if, as a result thereof, to the amounts available to Foreign Security Documents which may be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or necessary or, in the reasonable opinion of the Collateral Agent, advisable to changepreserve, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition maintain, perfect and/or protect the security interests purported to the Borrowing Base as provided herein, (6) without granted by the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancherespective Foreign Security Documents.

Amendment or Waiver; etc. (a) Neither Subject to Section 2.15, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged changed or terminated waived unless such change, waiver, discharge change or termination waiver is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Aleris (other than the U.S. Borrowers, the European Borrower, the U.K. Guarantor, and the Canadian Borrower) may be released from, this Agreement, the Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such changechange or waiver shall, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (or in the case of clause (i), if applicableeach Lender with Obligations being directly affected, including, without limitation, any Defaulting Lender with Obligations being directly affected), (i) directly and adversely affected therebyexcept to the extent provided in Section 4.04, extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Revolving CommitmentLoan or Note, extend the duration of any Interest Period for a Euro Rate Loan or an Other Foreign Currency Denominated Loan beyond six months or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release or all or substantially all of the value of Guaranties (except as expressly provided in the Credit Party Guaranty without Documents) under this Agreement and the prior written consent of each Lenderother Credit Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, 13.06 or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement may shall be included in the determination of the Required Lenders or and Supermajority Lenders, as applicable, Lenders on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), or (viv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge change or termination waiver shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 3, or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement as same relates to the rights or obligations of such the Administrative Agent, (34) without the consent of Collateral the Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent, (45) without the consent of an Issuing Bank or a each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (6) without the consent of the Syndication Agent, the Co-Collateral Agents, either Co-Documentation Agent, or the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank Syndication Agent, any Co-Collateral Agent, either Co-Documentation Agent or such Swingline Lenderthe Joint Lead Arrangers, as the case may be, (57) without the prior written consent of the Supermajority Lenders, change amend the definition of the terms “Availability,” “U.S. Borrowing Base,” “, Canadian Borrowing Base” Base or “European Borrowing Base” Base (or any component definition defined terms as used therein therein) as such definitions are set forth herein on the Closing Date (including, without limitation, or as same may be amended from time to time pursuant to this clause (7)) in a manner which would have the definitions effect of “Eligible Accounts” and “Eligible Inventory”) if, increasing availability thereunder as a result thereof, the amounts available to be borrowed determined in good faith by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to changeAgent, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) 8) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent percentage of the Required Subfacility LendersBorrowing Base for which Agent Advances may be made pursuant to Section 2.01(e). Notwithstanding the foregoing, adversely affect Schedules XVI, XVII and XVIII may be amended by the rights of Lenders under such Subfacility Co-Collateral Agents in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranchetheir Permitted Discretion.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders and acknowledged by the Administrative Agent (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with applicability of any post-default increase in interest rates and (y) extensions expressly permitted by Section 2.14) or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default this clause (i) shall not constitute a reduction or extension of include the time of payment of interest or Fees thereon waiver of any Lendermandatory prepayment requirements), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loans or Commitments provided on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Loans are included on the Closing Date), (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each Lender, (vii) amend Section 2.14 the effect of which is to extend the maturity of any Loan without the prior written consent of each Lender directly and adversely affected thereby or (viii) (A) amend or otherwise modify Section 10.11(b) (or for the purpose of determining compliance with such provision, any defined term used therein), (B) waive or consent to any Default or Event of Default resulting from a breach of Section 10.11(b) or (C) alter the rights or remedies of the Required Revolving Lenders arising pursuant to Article XI, in each case, without the written consent of the Required Revolving Lenders; provided further provided, however, the amendments, modifications, waivers and consents described in this clause (viii) shall not require the consent of any Lenders other than the Required Revolving Lenders; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (35) without the consent of Collateral the Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent, (46) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of an Issuing Bank the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Loans into another Tranche of Loans hereunder in like principal amount and any other conversion of any Tranche of Loans into Extended Loans pursuant to a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms Term Loan Extension Amendment shall not be considered a “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Baseprepayment” or “Borrowing Baserepayment” or any component definition used therein (including, without limitation, the definitions for purposes of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, this clause (6)) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent determination of the Borrowers, Majority Lenders on substantially the Administrative Agent same basis as the extensions of Loans and Commitments are included on the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheClosing Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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)Banks, provided that no such change, waiver, discharge or termination shall -------- shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled Final Scheduled Maturity Dates of or extend the stated maturity of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lenderextent repaid in cash), (ii) except as otherwise expressly provided in release (x) the Credit Documents, release Guarantee of Holdings or a Subsidiary Guarantor or (y) all or substantially all of the Collateral under all (except as expressly provided in the Security Documents without the prior written consent of each Lenderin connection with a sale otherwise permitted hereby), (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby13.12, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender Banks (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicableBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any the Borrower or Holdings of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or -------- ------- termination shall (1u) increase the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase of in the Commitment of such LenderBank), (2v) without the consent of each Agent adversely affected therebyBTCo, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of such Administrative Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4y) without the consent of the Supermajority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Supermajority Banks of each Tranche in the case of an Issuing Bank amendment to the definition of Supermajority Banks), amend the definition of Supermajority Banks or a Swingline Lenderalter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(c) and (d)) (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, modify or waive any provision relating to the rights Tranche A Scheduled Repayment or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheTranche B Scheduled Repayment.

Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clause (c), neither this Agreement nor any other Credit Bridge Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) or the Security Documents in accordance Administrative Agent at the direction of or with the provisions hereof consent of the Required Lenders) (except that the Administrative Agent and thereof the Borrower may enter into any amendment of any Bridge Loan Document in order to correct any immaterial technical error therein without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving Commitment, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute other than a reduction or extension of the time of payment of interest or Fees thereon of any Defaulting Lender), (iii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of (x) the Collateral (except as expressly provided in the Bridge Loan Documents) under all the Security Documents without or (y) the prior written consent of each Lenderguarantees under the Guaranty and Collateral Agreement, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (ivii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 14.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Loans on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viii) reduce the percentage “majority” voting threshold specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Loans are included on the Closing Effective Date), ) or (viiv) consent to the assignment or transfer by any Holdings or the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1) without the consent of each Lender with Obligations being directly modified, extend the final scheduled maturity of any Loan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof, (2) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (23) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 13 or any other provision as same relates to the rights or obligations of such Agent, the Administrative Agent or (34) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and schedules and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Guaranty and Collateral Agreement and the other Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive forgive) the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 12.07(a) shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon for the purposes of this clause (i)), or amend Section 2.09 to permit the Borrower to select Interest Periods for any Lender)Loans in excess of six months at any time when such longer Interest Periods is not available to all Lenders, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments and the Loans on the Closing Effective Date), in each case, without (iv) release all or substantially all of the prior written consent aggregate value of each Lender directly and adversely affected therebythe Subsidiaries Guaranty, (v) reduce the percentage “majority” voting threshold specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments and/or Loans are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 11 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of such Agent, the Administrative Agent or (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note or extend the stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity Date or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees extent paid in cash) (it being understood that waivers any amendment or modifications of conditions precedent, Defaults or Events of Default modification to the financial definitions in this Agreement shall not constitute a reduction or extension of the time of payment in any rate of interest or Fees thereon fees for purposes of any Lenderthis clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Term Loans and Credit-Linked Commitments on the Closing Restatement Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Term Loans and Credit-Linked Commitments are included on the Closing Restatement Effective Date), (viv) consent to the assignment or transfer by any Borrower Credit Agreement Party of any of its rights and obligations under this Agreement, or (vi) release any Credit Agreement without the consent of each LenderParty Guaranty or waive compliance by any Credit Agreement Party with its payment obligations under its Credit Agreement Party Guaranty; provided further provided, further, that no such change, waiver, discharge or termination shall (1p) amend, modify or waive any condition precedent set forth in Section 6 with respect to the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Credit-Linked Commitments, (q) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2r) without the consent of each Issuing Lender affected and Bank Guaranty Issuer thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Bank Guaranties, (s) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (t) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (3u) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4v) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (w) without the consent of an Issuing Bank the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date), (x) except in cases where additional extensions of credit are being afforded substantially the same treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to Section 1.14 (as in effect on the Restatement Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14; (y) without the consent of the Supermajority Lenders of the respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Loans are made pursuant to a Swingline Lendergiven Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date) or (z) without the consent of (A) the Deposit Bank, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Deposit Bank or such Swingline Lender(B) the Intermediate Holdco Paying Agent, (5) without amend, modify or waive any provision relating to the prior written consent rights or obligations of the Supermajority Lenders, change Intermediate Holdco Paying Agent. Notwithstanding anything to the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitationcontrary contained above in this Section 13.12(a), the definitions of “Eligible Accounts” Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and “Eligible Inventory”) if, as a result thereof, the amounts available to Foreign Security Documents which may be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to changepreserve, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition maintain, perfect and/or protect the security interests purported to the Borrowing Base granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as provided herein, may be reasonably requested by the U.S. Borrower for legitimate operational reasons (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowerse.g., the Administrative Agent and transfer of Property from one jurisdiction to another), so long as the Lenders providing such tranche shall be necessary for amendments described Fair Market Value of all Collateral so subject to release (as determined in clause (egood faith by the U.S. Borrower) of Section 2.15 relating to the “first-in, last-out” trancheat any time does not exceed $5,000,000.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and schedules and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankwith Obligations being directly affected in the case of following clause (a)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive forgive) the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a11.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments and the Loans on the Closing Effective Date), in each case, without (iv) release the prior written consent Holdings Guaranty or release all or substantially all of each Lender directly and adversely affected therebythe aggregate value of the Subsidiaries Guaranties, (v) reduce the percentage “majority” voting threshold specified in the definitions definition of Required Lenders or the “supermajority” voting threshold specified in the definition of Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or and the Supermajority Lenders, as applicable, Lenders on substantially the same basis as the extensions of Revolving Commitments and/or Loans are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by any Holdings or the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of such the Administrative Agent, (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, Agent or (4) without the consent of an Issuing Bank or a Swingline Lenderthe Supermajority Lenders, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein Permitted Debt, clause (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”iii) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth proviso contained in the term “Borrowing Base” first sentence of Section 2.11(a), Section 8.04, Section 8A(b) or add any new classes of eligible assets thereto or Section 8A(c), in each case under this clause (74) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; that such definition, proviso, or Section, as the case may be, would be less restrictive to Holdings and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheits Subsidiaries.

Amendment or Waiver; etc. (a) Neither Subject to Section 2.15, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged changed or terminated waived unless such change, waiver, discharge change or termination waiver is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Aleris (other than the U.S. Borrowers, the European Borrower, the U.K. Guarantor, and the Canadian Borrower) may be released from, this Agreement, the Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such changechange or waiver shall, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (or in the case of clause (i), if applicableeach Lender with Obligations being directly affected), (i) directly and adversely affected therebyexcept to the extent provided in Section 4.04, extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Revolving CommitmentLoan or Note, extend the duration of any Interest Period for a Euro Rate Loan or an Other Foreign Currency Denominated Loan beyond six months or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release or all or substantially all of the value of Guaranties (except as expressly provided in the Credit Party Guaranty without Documents) under this Agreement and the prior written consent of each Lenderother Credit Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, 13.06 or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement may shall be included in the determination of the Required Lenders or and Supermajority Lenders, as applicable, Lenders on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), or (viv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge change or termination waiver shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 3, or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement as same relates to the rights or obligations of such the Administrative Agent, (34) without the consent of Collateral the Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent, (45) without the consent of an Issuing Bank or a each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (6) without the consent of the Syndication Agent, the Co-Collateral Agents, either Co-Documentation Agent, or the Joint Lead Arrangers, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank Syndication Agent, any Co-Collateral Agent, either Co-Documentation Agent or such Swingline Lenderthe Joint Lead Arrangers, as the case may be, (57) without the prior written consent of the Supermajority Lenders, change amend the definition of the terms “Availability,” “U.S. Borrowing Base,” “, Canadian Borrowing Base” Base or “European Borrowing Base” Base (or any component definition defined terms as used therein therein) as such definitions are set forth herein on the Closing Date (including, without limitation, or as same may be amended from time to time pursuant to this clause (7)) in a manner which would have the definitions effect of “Eligible Accounts” and “Eligible Inventory”) if, increasing availability thereunder as a result thereof, the amounts available to be borrowed determined in good faith by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to changeAgent, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) 8) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent percentage of the Required Subfacility LendersBorrowing Base for which Agent Advances may be made pursuant to Section 2.01(e). Notwithstanding the foregoing, adversely affect Schedules XVI, XVII and XVIII may be amended by the rights of Lenders under such Subfacility Co-Collateral Agents in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranchetheir Permitted Discretion.

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), or the Administrative Agent with the written consent of the Required Lenders, provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving Commitment, or reduce the rate or extend the time of payment of interest or Fees fees thereon (except in connection with the waiver of the applicability of any post-default increase in interest rates) or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty Guaranties by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of “Required Lenders Lenders” or “Supermajority Lenders Lenders” without the prior written consent of each Lender (it being understood that, with without the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) [reserved] or (vii) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each Lender; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section Article 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a the Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, or (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or term “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts,” and “Eligible Cash,” “Eligible Fleet Inventory,” “Eligible Inventory,” or “Eligible Parts Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers Borrower would be increased, or increase the percentages set forth therein or add any new classes of eligible assets thereto; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither Except as otherwise set forth in this Agreement or any other Credit Document, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), the Credit Party Guarantee, the Intercreditor Agreement or the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity Maturity Date of any Revolving CommitmentCommitment or increase the Revolving Commitments of any Lender over the amount thereof then in effect, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty Guarantee without the prior written consent of each Lender or, except as otherwise expressly provided herein or in the Credit Documents or release any Borrower with respect to whom any Credit Extension is then outstanding, without the prior written consent of each Lender, (iv) reduce the amount of, or extend the payment for, any required mandatory prepayments of principal hereunder (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default, Cash Dominion Periods (or the thresholds or time periods for entering or exiting a Cash Dominion Period) shall not constitute reduction or extension of the time of payment of such principal) without the prior written consent of each Lender directly affected thereby, (v) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.1110.11, or any provision of this Section 13.12(a12.10(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing DateDate and amendments to effect the provisions of Sections 2.15, 2.19 or 2.21 (including amendments of Section 12.10(a) to add Class votes for the benefit of any Incremental FILO Facility)), in each case, without the prior written consent of each Lender directly and adversely affected therebyLender, (vvi) reduce the percentage specified in the definitions of “Required Lenders Lenders” or “Supermajority Lenders Lenders” without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vivii) reduce the percentage specified in the definition of “North American Minimum Requirement” without the prior written consent of each Lender, (viii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender or (ix) contractually subordinate the Obligations without the consent of each Lender; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 11 or any other provision as same relates to the rights or obligations of such Agent, (32) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (43) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (54) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base,” “Dutch Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Insured and Letter of Credit Backed Accounts”, “Eligible Inventory”, “Eligible Equipment” and “Eligible InventoryFee-Owned Real Estate”) if, as a result thereofof such change, the amounts available to be borrowed by the Borrowers would be increasedincreased or add any new classes of eligible assets thereto; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, herein or (65) without the prior written consent of the Supermajority Lenderseach Lender, increase the percentages set forth in the term terms “Canadian Borrowing Base,” “Dutch Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheU.S. Borrowing Base”.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders Banks, provided that (although additional parties A) the various Collateral Documents may be added to (and annexes may be modified to reflect such additions) the Security Documents amended in accordance with the relevant provisions hereof thereof governing amendments (which shall be consistent with the Collateral Documents as amended pursuant to the amendments required pursuant to Section 4 hereof) and thereof without the consent of the other Credit Parties party thereto or the Required Lenders(B) except as provided in proceeding clause (A), provided that no such change, waiver, discharge or termination shall shall, without the consent of each Bank (other than a Defaulting Bank) with Obligations being directly modified, (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lenderextent repaid in cash), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral (except as expressly provided in the Collateral Documents) under all the Security Documents without the prior written consent of each LenderCollateral Documents, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 12.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Datecredit), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender Banks (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicableBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, Banks on substantially the same basis as the extensions of Revolving Commitments Loans are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1x) increase the Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such LenderBank), (2y) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 or any other provision as same relates to the rights or obligations of such the Administrative Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders and acknowledged by the Administrative Agent (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty 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 (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with applicability of any post-default increase in interest rates and (y) extensions expressly permitted by Section 2.14) or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default this clause (i) shall not constitute a reduction or extension of include the time of payment of interest or Fees thereon waiver of any Lendermandatory prepayment requirements), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each Lender, (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Term Loan Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify “repayment” for purposes of this clause (4)) or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent determination of the Borrowers, Majority Lenders on substantially the Administrative Agent same basis as the extensions of Term Loans and Commitments are included on the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheClosing Date).

Amendment or Waiver; etc. (a) Neither Subject to Section 2.16, Section 2.23 and Section 13.12(h) below and except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan or Revolving Commitment, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post‑default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, 11.02 or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term B-3 Loans and Revolving Commitments on the Closing Amendment and Restatement Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of “Required Lenders or Supermajority Lenders Lenders” without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Term B-3 Loans and Revolving Commitments are included on the Closing Amendment and Restatement Effective Date), (vi) reduce the percentage specified in the definition of “Required Revolving Lenders” without the prior written consent of each Revolving Lender (it being understood that, with the prior written consent of the Required Revolving Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Revolving Lenders on substantially the same basis as the extension of Revolving Commitments are included on the Amendment and Restatement Effective Date), (vii) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each Lender, (viii) (1) amend or otherwise modify Section 10.11 (or for the purposes of determining compliance with Section 10.11, any defined terms used therein), (2) waive or consent to any Default or Event of Default resulting from a breach of Section 10.11(a) or (3) alter the rights or remedies of the Required Revolving Lenders arising pursuant to Article 11 as a result of a breach of Section 10.11(a), in each case, without the written consent of the Required Revolving Lenders; provided that the amendments, modifications, waivers and consents described in this clause (viii) shall not require the consent of any Lenders other than the Required Revolving Lenders, (ix) amend Section 2.14 the effect of which is to extend the maturity of any Loan without the prior written consent of each Lender directly and adversely affected thereby, (x) reduce the percentage specified in the definition of “Required Term Lenders” without the prior written consent of each Term Lender (it being understood that, with the prior written consent of the Required Term Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Term Lenders on substantially the same basis as the extension of Term B-3 Loan Commitments are included on the Amendment and Restatement Effective Date), (xi) [reserved] or (xii) waive any condition set forth in Section 6 as to any Credit Extension of Revolving Loans without the consent of the Required Revolving Lenders; provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Amendment and Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender“repayment” for purposes of this clause (4)), (5) without the consent of the relevant Ancillary Lenders, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” Ancillary Lenders and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lendersan Issuing Bank, increase the percentages set forth in the term “Borrowing Base” amend, modify or add waive any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect provision relating to the rights or obligations of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other SubfacilitiesIssuing Bank; and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ey) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans”, clause (y) of the penultimate proviso of Section 2.15 relating to 10.04(vi) and (xxix), and clause (y) of the first proviso in clause (vi) of the definition of “first-in, last-out” tranchePermitted Pari Passu Loans”.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders and acknowledged by the Administrative Agent (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty 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 (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with applicability of any post-default increase in interest rates and (y) extensions expressly permitted by Section 2.14) or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default this clause (i) shall not constitute a reduction or extension of include the time of payment of interest or Fees thereon waiver of any Lendermandatory prepayment requirements), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Loans are included on the Closing Date), (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each Lender, (vii) amend Section 2.14 the effect of which is to extend the maturity of any Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Revolving Loan Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, Agent or (35) without the consent of Collateral Agent (or in the case of any Credit Document relating to Mortgaged Property, the Real Property Collateral Agent), amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, Agent (4) without or in the consent case of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision Credit Document relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitationMortgaged Property, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheReal Property Collateral Agent).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and schedules and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive forgive) the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a11.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments and the Term Loans on the Closing Effective Date), in each case, without (iv) release the prior written consent Holdings Guaranty or release all or substantially all of each Lender directly and adversely affected therebythe aggregate value of the Subsidiaries Guaranties, (v) reduce the percentage “majority” voting threshold specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments and/or Term Loans are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by any Holdings or the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of such Agent, the Administrative Agent or (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders Banks (although additional parties may be added to (or, in the case of the Subsidiaries Guaranty, the Designated Onex Sub Guaranty and annexes may be modified to reflect such additions) the Security Documents Documents, as otherwise provided in accordance with the provisions hereof and thereof without the consent of the other such Credit Parties party thereto or the Required LendersDocuments), provided that no such change, waiver, discharge or termination shall shall, without the consent of each Bank (with Obligations being directly affected thereby in the case of following clause (i)), (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or any Note, or reduce the rate or extend the time of payment of interest or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lenderextent repaid in cash), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents) under all the Security Documents, (iii) release all or substantially all of SCIS from its obligations under the value of the Credit Party Guaranty without the prior written consent of each LenderSCIS Guaranty, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby11.12, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender Banks (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicableBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, Banks on substantially the same basis as the extensions of Revolving Commitments outstanding Loans are included on the Closing Date), ) or (vi) consent to the assignment or transfer by any Borrower SCIS or Caterair of any of its their rights and obligations under this Agreement without the consent of each Lender(except as otherwise expressly permitted under this Agreement); provided further further, that no such change, waiver, discharge or termination shall (1x) increase the Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2y) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, Agent or (3z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentMaturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, mandatory prepayments, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided herein or in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions of “Required Lenders or Supermajority Lenders Lenders” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments 115 CHAR1\0000000x0 shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither Subject to Section 2.16(b) and Section 13.12(h) below and except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Term Loan or Revolving Commitment, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post-default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, 11.02 or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Initial Term Loans and Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of “Required Lenders or Supermajority Lenders Lenders” without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Initial Term Loans and Revolving Commitments are included on the Closing Date), (vi) reduce the percentage specified in the definition of “Required Revolving Lenders” without the prior written consent of each Revolving Lender (it being understood that, with the prior written consent of the Required Revolving Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Revolving Lenders on substantially the same basis as the extension of Revolving Commitments are included on the Closing Date), (vii) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each Lender, (viii) (1) amend or otherwise modify Section 10.11 (or for the purposes of determining compliance with Section 10.11, any defined terms used therein), (2) waive or consent to any Default or Event of Default resulting from a breach of Section 10.11(a) or (3) alter the rights or remedies of the Required Revolving Lenders arising pursuant to Article 11 as a result of a breach of Section 10.11(a), in each case, without the written consent of the Required Revolving Lenders; provided further that the amendments, modifications, waivers and consents described in this clause (viii) shall not require the consent of any Lenders other than the Required Revolving Lenders, (ix) amend Section 2.14 the effect of which is to extend the maturity of any Loan without the prior written consent of each Lender directly and adversely affected thereby, (x) reduce the percentage specified in the definition of “Required Term Lenders” without the prior written consent of each Term Lender (it being understood that, with the prior written consent of the Required Term Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Term Lenders on substantially the same basis as the extension of Initial Term Loan Commitments are included on the Closing Date), (xi) [intentionally omitted] or (xii) waive any condition set forth in Section 6 as to any Credit Extension of Revolving Loans without the consent of the Required Revolving Lenders; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender“repayment” for purposes of this clause (4)), (5) without the consent of the relevant Ancillary Lenders, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” Ancillary Lenders and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lendersan Issuing Bank, increase the percentages set forth in the term “Borrowing Base” amend, modify or add waive any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect provision relating to the rights or obligations of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other SubfacilitiesIssuing Bank; and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ey) of the first proviso contained in clause (vi) of the definition of “Permitted Junior Loans”, clause (y) of the last proviso of Section 2.15 relating to 10.04(vi) and (xxix), and clause (y) of the first proviso in clause (vi) of the definition of “first-in, last-out” tranchePermitted Pari Passu Loans.”

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Security Documents Borrower may be released from, the Subsidiaries Guaranty and the Pledge Agreement 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), if applicable(i)(x) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note or extend the stated expiration date of any Letter of Credit beyond its Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 13.07(a) shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon for the purposes of this clause (i)), or (y) reduce the amount of, or extend the date of, any Lender)Scheduled Term Loan Repayment of the Term Loans, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of ) under the value of the Credit Party Guaranty without the prior written consent of each LenderPledge Agreement, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Conversion Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Conversion Date), ) or (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments 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) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as in effect on, and after giving effect to, the Conversion Date, (x) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01(a) or 5.02 (excluding Section 5.02(b)) (although, subject to clause (7) below, the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (y) without the consent of each Agent Lender of each Tranche which is adversely affected therebyby such amendment, amend the definition of Majority Lenders (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Conversion Date), (3) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such the Administrative Agent, (36) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (47) without the written consent of an Issuing Bank or a Swingline Lenderthe Majority Lenders with respect to the Revolving Facility, amend, modify or waive (i) any provision relating condition precedent set forth in Section 7 with respect to the rights making of Revolving Loans, Swingline Loans or obligations the issuance of Letters or Credit (it being understood that a general waiver of an existing Default or Event of Default by the such Issuing Bank required Lenders or such Swingline Lenderan amendment approved by the required Lenders that has the effect of “curing” an existing Default or Event of Default and permitting the making of Loans or other extension of credit shall constitute a waiver of a condition precedent governed by this clause) or (ii) Section 5.01(a) or 5.02 (excluding Section 5.02(b)) to alter the required application of prepayments or repayments (or Commitment reduction) either in a manner (x) adverse to the RL Lenders or (y) that would alter the priority, or reduce the amount, of any payment received by the RL Lenders, or (5) 8) without the prior written consent of the Supermajority Lenderseach RL Lender (other than a Defaulting Lender), change the definition amend, modify or waive Section 5.05, Section 13.17, Section 7.4 of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” Security Agreement or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion Section 9 of the Administrative Agent Pledge Agreement to change, establish alter the required application of prepayments or eliminate any Reserves repayments or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent application of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder proceeds in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating adverse to the “first-in, last-out” trancheRL Lenders.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of Aleris may be released from the Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Term Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Revolving CommitmentLoan or Note or extend the duration of any Interest Period for a Euro Rate Loan beyond six months, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Effective Date), or (viv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 11 or any other provision of this Agreement as same relates to the rights or obligations of such the Administrative Agent, (3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank the Syndication Agent or a Swingline Lendereither Joint Lead Arranger, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank Syndication Agent or such Swingline Lendereither Joint Lead Arranger, as the case may be, or (5) without the prior written consent of the Supermajority Lenders, change the definition Lenders of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” affected Tranche, amend, modify or “Borrowing Base” or waive any component definition used therein (including, without limitation, the definitions provision of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder this Agreement in a manner different than which would have a disproportionate effect on such amendment affects other Subfacilities; and provided, further, that only Tranche (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the consent protections to such additional extensions of credit of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating type provided to the “first-in, last-out” trancheCommitments on the Effective Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date or extend the duration of any Interest Period for a Eurodollar Loan beyond six months, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees extent paid in cash) (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default in Section 13.07 shall not constitute a reduction or extension of the time of payment in any rate of interest or Fees thereon fees for purposes of any Lenderthis clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents) under all the Security Documents, (iii) release all or substantially all of the value of Subsidiary Guarantors (except as expressly provided in the Credit Party Guaranty without Document) under the prior written consent of each LenderSubsidiaries Guaranty, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Loan Commitments and the Credit-Linked Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Loan Commitments and Credit-Linked Commitments are included on the Closing Effective Date), or (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further provided, further, that no such change, waiver, discharge or termination shall (1v) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the any Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the in such Commitment of such Lender), (2w) without the consent of each Agent adversely Issuing Lender affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent and/or the Deposit Bank, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent and/or the Deposit Bank or any other provision as same relates to the rights or obligations of such Agentthe Administrative Agent and/or the Deposit Bank, or (3z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (to, and annexes Subsidiaries of the Borrower may be modified to reflect such additions) released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no -------- such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 13.07(a) shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon for the purposes of any Lenderthis clause (i)), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without (except as expressly permitted by the prior written consent of each LenderCredit Documents), (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of Subsidiary Guarantors from their respective obligations under the Subsidiaries Guaranty (except as expressly permitted by the Credit Party Guaranty without the prior written consent of each LenderDocuments), (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that ---------------- no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebythe Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such the Administrative Agent, (35) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (46) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, (x) without the consent of an Issuing Bank the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a Swingline Lenderresult of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b) or (c)) (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 (y) without the consent of each Lender of each Tranche which is adversely affected by such amendment, amend the definition of Majority Lenders (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (7) reduce the amount of, or extend the date of, any Scheduled A Repayment without the consent of Supermajority Lenders holding A Term Loans, or reduce the amount, or extend the date of, any Scheduled B Repayment without the consent of the Supermajority Lenders holding B Term Loans, or reduce the second percentage specified in clause (i) of the definition of Supermajority Lenders without the consent of each Lender holding A Term Loans, or reduce the second percentage specified in clause (ii) of the definition of Supermajority Lenders without the consent of each Lender holding B Term Loans (it being understood that (x) with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date and (y) nothing in this clause (7) is intended to limit the rights of the Lenders set forth in clause (i) of the preceding proviso with respect to any extension of the final Scheduled A Repayment due on the A Term Loan Maturity Date or of the final Scheduled B Repayment due on the B Term Loan Maturity Date), or (8) without the consent of the Indemnifying Lenders holding a majority of the then outstanding Indemnity Participations, amend, modify modify, terminate or waive any provision relating of Section 1.17 or 13.04(c) or of the component definitions used therein. For purposes of this Section 13.12(a), it is understood and agreed that the Fronting Lender may, in accordance with the provisions of Section 1.17(f), provide votes or consents with respect to certain portions of its Revolving Loan Commitment only, or may provide inconsistent votes with respect to portions of its Revolving Loan Commitment, in each case to the rights or obligations extent that the respective portions of its Revolving Loan Commitment are required to be voted at the direction of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available respective Indemnifying Lenders pursuant to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche1.17(f).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note, or extend the stated maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon Fees, or reduce or forgive the principal amount thereof (except to the extent repaid in cash), or forgive the payment reduce any reimbursement obligations under any Letter of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)Credit, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all Subsidiary Guarantors from the Security Documents without Subsidiaries Guaranty (except in connection with a sale of such Subsidiary Guarantor in accordance with the prior written consent terms of each Lenderthis Agreement), (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without Agreement, except mergers and/or consolidations involving one or more Borrowers and another Person (not already a Borrower or a Subsidiary thereof) shall be permitted with the prior written consent of each Lenderthe Required Lenders, provided that the survivor of such merger or consolidation (to the extent not a Borrower) is organized under the laws of the United States or a State thereof and executes and delivers to the Administrative Agent agreements in form and substance satisfactory to the Agents and providing for the assumption by such Person of the obligations of the respective Borrower or Borrowers under this Agreement and the Notes; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) without the consent of the Supermajority Lenders, decrease the percentage set forth in Section 9.07 (as in effect on the Effective Date) or amend the definition of Supermajority Lenders (it being understood that, pursuant to Section 1.14 or with the consent of the Required Lenders, as the case may be, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as Revolving Loan Commitments are included on the Effective Date) without the consent of the Supermajority Lenders, (3) without the consent of the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it (or Acceptances created thereunder) or alter its rights or obligations with respect to Letters of Credit or Acceptances, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except (x) in connection with applicability of any post-default increase in interest rates and (y) extensions expressly permitted by Section 2.14) or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date; and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ey) of Section 2.15 relating to the second proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clauses (i) and Issuing Bank(vi)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 13.07(a) shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon for the purposes of this clause (i)), or amend Section 1.09 to permit the Borrower to select Interest Periods for any Lender)Tranche of Loans in excess of six months, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, theretofore executed and delivered or release all or substantially all of the value Subsidiary Guarantors from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty in connection with permitted sales or dispositions of Equity Interests in the Credit Party Guaranty without the prior written consent of each Lenderrespective Subsidiary Guarantor or Subsidiary Guarantors being released), (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans, the Revolving Loan Commitments and the Credit-Linked Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Term Loans, Revolving Loan Commitments and the Credit-Linked Commitments are included on the Closing Effective Date), ; (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without Agreement, (vi) amend, modify or waive any provisions of Section 13.06(a) or (b) providing for payments to be made to, or shared in, ratably by the Lenders (it being understood that, with the consent of each Lenderthe Required Lenders, additional extensions of credit pursuant to this Agreement may be included in determining the ratable shares of payments to which the Lenders are entitled and adjustments to Section 13.06 may be made consistent therewith) or (vii) amend, modify or waive any provisions of Section 1.07 or 2.04 providing for Loans to be made, participations to be acquired, reimbursement payments to be made and/or indemnity payments to be made ratably by the Lenders (or Lenders of the respective Tranche, as the case may be) (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in determining any ratable share pursuant to such Sections and adjustments to any such Section may be made consistent therewith); provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments 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 -133- precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent adversely affected thereby(including, without limitation, in its capacity as the holder of the Credit-Linked Deposits), amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such the Administrative Agent, (35) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (46) except in cases where additional extensions of loans are being afforded substantially the same treatment afforded to the Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Sections 3.02, 3.03, 4.01 and 4.02 (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as among the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations Majority Lenders of the such Issuing Bank respective Tranche, reduce the amount of, or such Swingline Lenderextend the date of, any Scheduled Repayment, or (5) without the prior written consent 8) in cases where any Tranche of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (includingIncremental Commitments is being provided pursuant to Section 1.15, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, Majority Lenders of the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause respective Tranche (e) of Section 2.15 relating determined before giving effect to the “first-inadditions to such Tranche), last-out” tranchealter any of the requirements contained in Section 1.15(a).

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) this Agreement, the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan, or reduce the rate or extend the time of payment of interest or Fees thereon fees thereon; except in connection with the waiver of the applicability of any post-default increase in interest rates and extensions expressly permitted by Section 2.14 or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) ), Section 13.06 or Section 7.4 of the Security Agreement (in each case, 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 Revolving Commitments Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower of any of its respective rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, amend or change the definition of “Majority Lenders” (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ey) of Section 2.15 relating to the first proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note or extend the stated expiration date of any Letter of Credit beyond the Multiple Draw I/Revolver Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 13.07(a) shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon for purposes of any Lenderthis clause (i)), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Term Loans and -121- 123 Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments 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 Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent adversely affected therebyAgent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, Agent or (35) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (46) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), or (7) reduce the amount of, or extend the date of, any Multiple Draw I Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Multiple Draw I Term Loans, or reduce the amount, or extend the date of, any Multiple Draw II Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Multiple Draw II Term Loans, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” Lenders holding both Multiple Draw I Term Loans and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheMultiple Draw II Term Loans.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentMaturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, mandatory prepayments, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided herein or in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions of “Required Lenders or Supermajority Lenders Lenders” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving CommitmentLoan 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 reduce or forgive modification to the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default financial definitions in this Agreement shall not constitute a reduction or extension of in the time of payment rate of interest for purposes of this clause (i)), or Fees thereon of any Lenderreduce the principal amount thereof (except to the extent repaid in cash), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby13.12, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each Lenderor any other Credit Document; provided further further, that no such change, waiver, discharge or termination shall (1t) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2u) without the consent of each Agent adversely affected therebythe Swingline Lender, -131- 138 alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4y) without the consent of an Issuing Bank the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations result of the such Issuing Bank actions described below (or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein of Majority Lenders (includingit being understood that, without limitation, with the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Majority Lenders under on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and (c)) (although (x) the Required Lenders may waive, in whole or in part, any such Subfacility in respect prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of payments hereunder in a manner different than any such amendment affects other Subfacilities; prepayment, repayment or commitment reduction which is still required to be made is not altered and provided, further, that only (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the BorrowersRequired Lenders as required above, such Tranches may be included on a pro rata basis (as is originally done with the Administrative Agent Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and (c) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Majority Lenders providing of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such tranche shall Tranche or, without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be necessary for amendments described included in clause (e) the determination of Section 2.15 relating to the “first-in, last-out” trancheMajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note, extend the date for any Scheduled Repayment or extend the stated expiration date of any Letter of Credit beyond the A Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lenderextent repaid in cash), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral (in each case, except as expressly provided in the Credit Documents) under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, or release all or substantially all of the value of Subsidiary Guarantors under the Credit Party Subsidiaries Guaranty without (except as expressly provided in the prior written consent of each LenderSubsidiaries Guaranty), (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby13.12, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Loans and Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter any such Issuing Lender's rights or obligations with respect to Letters of Credit, (3) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (34) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (5) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, (4) without the consent of an Issuing Bank the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, commitment reduction as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish actions described below (or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, Majority Lenders of each Tranche in the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) case of Section 2.15 relating an amendment to the “first-indefinition of Majority Lenders), last-out” trancheamend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated -199- unless such change, waiver, discharge or termination is in writing signed by the Credit respective Loan Parties party hereto or thereto and the Required Lenders (although (x) additional parties may be added to hereto or thereto (and annexes may be modified to reflect such additions) the Security Documents in accordance with the provisions terms hereof and or thereof without the consent of the Required Lenders and (y) Subsidiaries of AbitibiBowaterResolute (other Credit Parties party thereto than the Borrowers) may be released from, the guarantee under the Guarantee and Collateral Agreement or, the Canadian Guarantee and Collateral Agreement or the Required LendersEnglish Subsidiary Guarantee Agreement, as the case may be, and the relevant Security Documents pursuant to the terms thereof), ; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive forgive) the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided in without the Credit Documents, consent of each Lender (A) release all or substantially all of the Collateral under (except in connection with the Discharge of ABLpayment in full of all the Security Documents without the prior written consent of each Lender, (iii) except Secured Obligations as otherwise expressly provided in the Credit Loan Documents) under all Security Documents, release all or substantially all of the value Loan Parties (except in connection with the Discharge of ABLpayment in full of all Secured Obligations as expressly provided in the Loan Documents) under the guarantee under the Guarantee and Collateral Agreement or, the Canadian Guarantee and Collateral Agreement or the English Subsidiary Guarantee Agreement or any Borrower (except (x) in connection with the Discharge of ABLpayment in full of all Secured Obligations as expressly provided in the Loan Documents or (y) following the payment in full in cash of the Canadian Facility Obligations (other than unasserted contingent and indemnification obligations), termination of all Canadian Facility Commitments and reduction of all exposure under any Canadian Facility Letters of Credit Party Guaranty without issued and any Bankers’ Acceptances to zero (or the prior written consent making of each Lenderother arrangements satisfactory to the issuers thereof), any Canadian Borrower) from this Agreement or under the guarantee under the Guarantee and Collateral Agreement or, the Canadian Guarantee and Collateral Agreement or the English Subsidiary Guarantee Agreement, as the case may be, (ivB) subordinate the Liens granted to or held by the Collateral Agent upon all or substantially all of the Collateral or subordinate in right of payment all or substantially all of the Guarantees under the Guarantee and Collateral Agreement and, the Canadian Guarantee and Collateral Agreement (it being understood that lien subordinations provided for in the Intercreditoror the English Subsidiary Guarantee Agreement shall not require any consent pursuant to this clause (B)), (C) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Effective Date), (viD) reduce the “majority” voting threshold specified in the definition of Required Lenders, (E) consent to the assignment or transfer by AbitibiBowaterResolute or any other Borrower of any of its their rights and obligations under this Agreement without or any other Loan Document to which it is a party or (F) amend the consent priority of each Lenderpayments set forth in Section 5.03(e),5.03(f) or, 5.03(g), 5.03(g) or 11.02 or any priority of payments in provisions in the Security Documents setting forth the application of proceeds; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total -200- Commitment shall not constitute an increase of the Commitment Commitments of any Lender, and that an increase in the available portion of any Commitment the Commitments of any Lender shall not constitute an increase of the Commitment Commitments of such Lender), (2) without the consent of each Agent adversely affected therebyIssuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of theeach Swingline Lender, alter the Swingline Lender’sits rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement or any other Loan Document as same relates to the rights or obligations of such the Administrative Agent, (35) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (46) without the consent of an Issuing Bank the Super-Majority Facility Lenders, (x) amend or a Swingline Lender, amend, modify or waive expand any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lenderfollowing definitions, (5) without in each case the prior written consent effect of which would be to increase the Supermajority Lendersamounts available for borrowing hereunder: Canadian Borrowing Base, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian , Borrowing Base” or “Borrowing Base” or any component definition used therein , Eligible Accounts, Eligible Inventory (including, without limitationin each case, the definitions defined terms used therein) (it being understood that the establishment, modification or elimination of “Eligible Accounts” and “Eligible Inventory”) ifReserves, as a result thereof, the amounts available to be borrowed in each case by the Borrowers would Collateral Agent in accordance with the terms hereof, will not be increased; provided that deemed to require a Super-Majority Facility Lender consent), (y) decrease the foregoing shall not limit the discretion frequency of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, Certificate deliveries required pursuant to Section 9.04(h) or (6z) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “percentage of any Borrowing Base” or add any new classes of eligible assets thereto Base for which Agent Advances may be made pursuant to Section 2.01(e) or (7) without the prior written consent of Non-Defaulting Lenders the Required Subfacility Lenderssum of whose Commitments (or, adversely affect after the rights termination of Lenders under all Commitments, outstanding Individual Exposures) at such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent time represents at least 75% of the BorrowersTotal Commitment in effect at such time less the Commitments of all Defaulting Lenders (or, after the termination of all Commitments, the Administrative Agent and sum of then total outstanding Individual Exposures of all Non-Defaulting Lenders at such time), amend the Lenders providing such tranche shall be necessary for amendments described in clause (e) definition of Section 2.15 relating to the “firstSuper-in, last-out” trancheMajority Facility Lenders.

Amendment or Waiver; etc. (a) Neither Except as otherwise set forth in this Agreement or any other Credit Document, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), the Credit Party Guarantee, the Intercreditor Agreement or the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity Maturity Date of any Revolving Commitment, extend the U.S. Tranche B Maturity Date of the U.S. Tranche B Revolving Commitments or increase the Revolving Commitments of any Lender over the amount thereof then in effect, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty Guarantee without the prior written consent of each Lender or, except as otherwise expressly provided herein or in the Credit Documents or release any Borrower with respect to whom any Credit Extension is then outstanding, without the prior written consent of each Lender, (iv) reduce the amount of, or extend the payment for, any required mandatory prepayments of principal hereunder (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default, Cash Dominion Periods (or the thresholds or time periods for entering or exiting a Cash Dominion Period) shall not constitute reduction or extension of the time of payment of such principal) without the prior written consent of each Lender directly affected thereby, (v) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.1110.11, or any provision of this Section 13.12(a12.10(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing DateDate and amendments to effect the provisions of Sections 2.15, 2.19 or 2.21 (including amendments of Section 12.10(a) to add Class votes for the benefit of any Incremental FILO Facility)), in each case, without the prior written consent of each Lender directly and adversely affected therebyLender, (vvi) reduce the percentage specified in the definitions of “Required Lenders Lenders” or “Supermajority Lenders Lenders” without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing ClosingSecond Amendment Effective Date), (vivii) reduce the percentage specified in the definition of “North American Minimum Requirement” without the prior written consent of each Lender, (viii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender or (ix) contractually subordinate the Obligations without the consent of each Lender; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 11 or any other provision as same relates to the rights or obligations of such Agent, (32) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (43) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (54) (x) without the prior written consent of the Supermajority Ex-FILO Lenders, change the definition of the terms “Availability,” “U.S. Tranche A Borrowing Base,” “Canadian Borrowing Base,” “Dutch Borrowing Base” or “Borrowing Base” or any component definition used therein thereinof (including, without limitation, the definitions of “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Insured and Letter of Credit Backed Accounts” , “Eligible Inventory”, “Eligible Equipment” and “Eligible InventoryFee-Owned Real Estate”) if, as a result thereofof such change, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion increased or add any new classes of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided hereineligible assets thereto, (6y) without the prior written consent of the Supermajority Tranche B Lenders, increase change the percentages set forth in definition of the term “U.S. Tranche B Borrowing Base” or add any new classes of eligible assets thereto or component definition thereof (7) including, without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowerslimitation, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) definitions of Section 2.15 relating to the “firstEligible Accounts”, “Eligible In-inTransit Inventory”, last-out” tranche.“

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post-default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower the Borrowers of any of its their respective rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date); and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ex) of Section 2.15 relating to the first proviso contained in clause (f) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Guaranty Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post-default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Initial Term Loans on the Closing First Restatement Exhibit A-131 Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing First Restatement Effective Date), (vi) consent to the assignment or transfer by any Borrower the Borrowers of any of its their respective rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the First Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the First Restatement Effective Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the First Restatement Effective Date); and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ey) of Section 2.15 relating to the first proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 PROVIDED that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving CommitmentLoan 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 reduce or forgive modification to the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default financial definitions in this Agreement shall not constitute a reduction or extension of in the time of payment rate of interest for purposes of this clause (i)), or Fees thereon of any Lenderreduce the principal amount thereof (except to the extent repaid in cash), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby13.12, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without or any other Credit Document (it being understood and agreed, however, that TPI may transfer all of its rights and obligations under the consent of each LenderCredit Documents to PCA pursuant to the Contribution); provided further PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1t) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2u) without the consent of each the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent adversely affected therebyor the Syndication Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or the Syndication Agent, as the case may be, or any other provision as same relates to the rights or obligations of such the Administrative Agent or the Syndication Agent, as the case may be, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4y) without the consent of an Issuing Bank the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations result of the such Issuing Bank actions described below (or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein of Majority Lenders (includingit being understood that, without limitation, with the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Majority Lenders under on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alte the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although (x) the Required Lenders may waive, in whole or in part, any such Subfacility in respect prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of payments hereunder in a manner different than any such amendment affects other Subfacilities; prepayment, repayment or commitment reduction which is still required to be made is not altered and provided, further, that only (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the BorrowersRequired Lenders as required above, such Tranches may be included on a pro rata basis (as is originally done with the Administrative Agent Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b), (c), (d) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Majority Lenders providing of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such tranche shall Tranche or, without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be necessary for amendments described included in clause (e) the determination of Section 2.15 relating to the “first-in, last-out” trancheMajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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)Banks, provided that no such change, waiver, discharge or termination shall shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of following clause (i)), (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note, or extend the stated maturity of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lenderextent repaid in cash), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender), (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby13.12, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender Banks (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicableBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Fourth Restatement Effective Date), ) or (viv) consent to the assignment or transfer by any Borrower the Borrowers of any of its their rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1s) increase the Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Total Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase of in the Commitment of such LenderBank), (2t) without the consent of the respective Issuing Bank or Issuing Banks, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit or Acceptances, (u) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(c) and (d) or alter its rights and obligations with respect to Swingline Loans, (v) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (3w) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4x) without the consent of an Issuing Bank the Majority Banks of Term Loans, amend the definition of Majority Banks or reallocate any amounts that would otherwise be applied as a mandatory repayment of Term Loans hereunder to the permanent reduction of the Total Revolving Loan Commitment or as a mandatory repayment of Revolving Loans or Swingline LenderLoans, (y) without the consent of the Supermajority Banks of the respective Tranche of Revolving Loans (1) amend, modify or waive any provision relating Scheduled Commitment Reduction, or (2) reduce the percentage specified in the definition of Supermajority Banks with respect to the rights or obligations of the such Issuing Bank or such Swingline LenderTranche, and (5z) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility LendersSupermajority Banks, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent (1) release any significant portion of the Borrowers, Collateral under the Administrative Agent Security Documents (except as expressly provided in the Credit Documents) or release any significant Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (other than in connection with a transaction permitted pursuant to Section 9.02); provided that no Collateral shall constitute a significant portion of the Collateral and no Subsidiary Guarantor shall constitute a significant Subsidiary Guarantor if the Lenders providing fair market value of the Collateral to be released plus the fair market value of the assets owned or held by such tranche shall be necessary for amendments described Subsidiary Guarantor is $20 million or less in clause the aggregate (ebased on a certificate of the chief financial officer of Furniture Brands taking into account all prior releases) or (2) reduce the percentage specified in the definition of Section 2.15 relating to the “first-in, last-out” trancheRequired Supermajority Banks.

Amendment or Waiver; etc. (a) Neither Except as otherwise set forth in this Agreement or any other Credit Document and subject to Section 3.05(b), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), the Credit Party Guarantee, the First Lien/Second Lien Intercreditor Agreement, the ABL/Fixed Asset Intercreditor Agreement or the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity applicable Maturity Date of any Revolving Commitment, extend the U.S. Tranche B Maturity Date of the U.S. Tranche BLoans or Revolving Commitments or increase the Revolving Commitments of any Lender over the amount thereof then in effect, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided release or subordinate (other than with respect to Fixed Asset Priority Collateral pursuant to the terms of the ABL/Fixed Asset Intercreditor Agreement and Section 12.13(a)) the Lien in favor of the Credit DocumentsCollateral Agent on, release all or substantially all of the Collateral under all the Security Documents Documents, without the prior written consent of each LenderLender (it being understood that the occurrence of a Crossing Lien Event and each transaction consummated in connection therewith shall not constitute a release hereunder), (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty Guarantee without the prior written consent of each Lender or, except as otherwise expressly provided herein or in the Credit Documents or release any Borrower with respect to whom any Credit Extension is then outstanding, without the prior written consent of each Lender, (iv) reduce the amount of, or extend the payment for, any required mandatory prepayments of principal hereunder (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default, Cash Dominion Periods (or the thresholds or time periods for entering or exiting a Cash Dominion Period) shall not constitute reduction or extension of the time of payment of such principal) without the prior written consent of each Lender directly affected thereby, (v) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.1110.11, or any provision of this Section 13.12(a12.10(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing DateSecond Restatement Effective Date and amendments to effect the provisions of Sections 2.19 or 2.21), in each case, without the prior written consent of each Lender directly and adversely affected therebyLender, (vvi) reduce the percentage specified in the definitions of "Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood thatClass Lenders", with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender; provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender 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 Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche."

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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)Banks, provided that no such change, waiver, discharge or termination shall shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations directly affected thereby), (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)thereof, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents without the prior written consent of each LenderDocuments, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby12.12, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender Banks (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicableBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Closing Restatement Effective Date), ) or (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1w) increase the Commitments Revolving Loan Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2x) without the consent of each Agent adversely affected therebyBTCo, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (y) without the consent of the Agent, amend, modify or waive any provision of Section 11 as same applies to the Agent or any other provision as same relates to the rights or obligations of such the Agent, and (3z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither Except as otherwise set forth in this Agreement or any other Credit Document and subject to Section 3.05(b), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), the Credit Party Guarantee, the Intercreditor Agreement or the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity Maturity Date of any Revolving Commitment, extend the U.S. Tranche B Maturity Date of the U.S. Tranche B Revolving Commitments or increase the Revolving Commitments of any Lender over the amount thereof then in effect, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty Guarantee without the prior written consent of each Lender or, except as otherwise expressly provided herein or in the Credit Documents or release any Borrower with respect to whom any Credit Extension is then outstanding, without the prior written consent of each Lender, (iv) reduce the amount of, or extend the payment for, any required mandatory prepayments of principal hereunder (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default, Cash Dominion Periods (or the thresholds or time periods for entering or exiting a Cash Dominion Period) shall not constitute reduction or extension of the time of payment of such principal) without the prior written consent of each Lender directly affected thereby, (v) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.1110.11, or any provision of this Section 13.12(a12.10(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing DateRestatement Effective Date and amendments to effect the provisions of Sections 2.19 or 2.21), in each case, without the prior written consent of each Lender directly and adversely affected therebyLender, (vvi) reduce the percentage specified in the definitions of "Required Lenders Lenders" or "Supermajority Lenders Lenders" without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Restatement Effective Date), (vivii) reduce the percentage specified in the definition of "North American Minimum Requirement" without the prior written consent of each Lender, (viii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender or (ix) contractually subordinate the Obligations without the consent of each Lender; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 11 or any other provision as same relates to the rights or obligations of such Agent, (32) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (43) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (54) (x) without the prior written consent of the Supermajority Ex-FILO Lenders, change the definition of the terms “Availability,” “"U.S. Tranche A Borrowing Base,” “" "Canadian Borrowing Base” or “," "Dutch Borrowing Base” " or "Borrowing Base" or any component definition used therein thereof (including, without limitation, the definitions of “"Eligible Accounts” ", "Eligible In-Transit Inventory", "Eligible Insured and “Letter of Credit Backed Accounts" , "Eligible Inventory”", "Eligible Investment Grade Accounts", "Eligible Equipment" and "Eligible Fee-Owned Real Estate") if, as a result thereofof such change, the amounts available to be borrowed by the Borrowers would be increasedincreased or add any new classes of eligible assets thereto, (y) without the prior written consent of the Supermajority Tranche B Lenders, change the definition of the term "U.S. Tranche B Borrowing Base" or any component definition thereof (including, without limitation, the definitions of "Eligible Accounts", "Eligible In-Transit Inventory", "Eligible Insured and Letter of Credit Backed Accounts", "Eligible Inventory" and "Eligible Investment Grade Accounts") if, as a result of such change, the amounts available to be borrowed by the Borrowers would be increased or add any new classes of eligible assets thereto, provided that, in each case of clauses (x) and (y), any change to a component definition of the terms enumerated in clause (y) which are component definitions of the term "U.S. Tranche A Borrowing Base", may not be changed without the prior written consent of the Supermajority Lenders; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (5) without the prior written consent of each Lender in respect of the Ex-FILO Subfacilities, (a) increase the percentages set forth in the terms "Canadian Borrowing Base," "Dutch Borrowing Base," and "U.S. Tranche A Borrowing Base" or (b) reduce the percentage specified in the definitions of "Supermajority Ex-FILO Lenders" (it being understood that, with the prior written consent of the Supermajority Ex-FILO Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Ex-FILO Lenders, on substantially the same basis as the extensions of Ex-FILO Revolving Commitments are included on the Restatement Effective Date) and (6) without the prior written consent of each Lender in respect of the Supermajority LendersU.S. Tranche B Subfacility, (a) increase the percentages set forth in the term “"U.S. Tranche B Borrowing Base” or add any new classes of eligible assets thereto " or (7b) without reduce the prior written consent percentage specified in the definitions of the Required Subfacility "Supermajority Tranche B Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche".

Amendment or Waiver; etc. (a) Neither a)Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto Borrower, and approved by the Ministry of Finance to the extent required by Colombian public indebtedness regulations, and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the 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 shall, without the consent of all the parties hereto (i) without extend any scheduled date of payment or the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected therebyMaturity Date, extend the final scheduled maturity expiration date of any Revolving Commitmentthe Availability Period, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as a result of any waiver of the applicability of any post-Default increase in interest rates) thereon, or reduce the fees payable hereunder or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)Loan, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a11.06, (iii) amend or modify the definition of Required Lenders, (except for technical amendments with respect to additional extensions iv) amend or modify Section 3.03 in a manner that would alter the pro rata sharing of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected payments required thereby, (v) reduce the percentage specified in the definitions of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement any Loan Document (except in accordance with the terms hereof), (vi) change Section 3.03(b) or 3.03(c) in a manner that would alter the pro rata sharing of payments required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders without the written consent of each LenderLender directly affected thereby, (vii) change the payment currency of any amount payable under this Agreement, or (viii) amend, modify or waive any provision of Section 5; provided further provided, further, that no such change, waiver, discharge or termination shall (1x) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in Lender without the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment written consent of such Lender), or (2y) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating . Notwithstanding anything to the rights contrary herein or obligations in any other Loan Document, the prior approval of the Collateral Agent, (4) without Borrower and the consent Ministry of an Issuing Bank or a Swingline Lender, amend, modify or waive Finance will not be required in connection with the implementation of any provision relating Conforming Changes unless required pursuant to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) ifColombian public indebtedness regulations, as a result thereofestablished, the amounts available among others, in Article 5 of Law 781 of 2002 (as amended, modified or supplemented form time to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate time). In any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowersevent, the Administrative Agent and the Lenders providing such tranche Borrower, shall be necessary act solely to maintain and preserve the pre-existing relationship between the borrowing costs and the lending rates, and will not seek any commercial advantage for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheany party.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentMaturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, mandatory prepayments, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided herein or in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (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 Revolving Commitments on the Closing Date), 104 in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions of “Required Lenders or Supermajority Lenders Lenders” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” tranche.

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post-default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Lenders of the Term B-12 Loans on the Closing Amendment No. 34 Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of “Required Lenders or Supermajority Lenders Lenders” without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of “Majority Lenders” (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitiesthe Supermajority Lenders); and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ex) of Section 2.15 relating to the first proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post-default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Initial Term Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Initial Term Loans are included on the Closing Date), (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Initial Term Loans and Initial Term Loan Commitments are included on the Closing Date; and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ex) of Section 2.15 relating to the first proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 13.07(a) shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon fees for purposes of any Lenderthis clause (i)), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents without the prior written consent of each LenderDocuments, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge or termination shall (1u) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2v) without the consent of each Agent adversely affected therebyLetter of Credit Issuer or BTCo as the case may be, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Sections 4.02(b) and 4.02(c)) (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 (z) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations Supermajority Lenders of the such Issuing Bank respective Tranche, reduce the amount of, or such Swingline Lenderextend the date of, (5) without any Tranche A Scheduled Repayment or Tranche B Scheduled Repayment, as the prior written consent of the Supermajority Lenderscase may be, change or amend the definition of Supermajority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent determination of the Borrowers, Supermajority Lenders on substantially the Administrative Agent same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheEffective Date).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Security Documents Borrower may be released from, the Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders); provided, provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender directly affected thereby (and Issuing Bankother than a Defaulting Lender), if applicable(i) directly and adversely affected thereby, (x) extend the final scheduled maturity of any Revolving CommitmentLoan or Note in respect of the Loans, or (y) with respect to clause (x), reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or reduce or forgive the payment of such interest any interest, fees or Fees other amounts payable hereunder (it being understood that waivers any amendment or modifications modification to the financial definitions in this Agreement, to Section 13.07(a) or to the proviso following the table in the definition of conditions precedent“Applicable Margin” the effect of which would be to limit the applicability thereof, Defaults or Events of Default shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon for the purposes of any Lenderthis clause (i)), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under aggregate value of the Guaranty of all of the Security Documents without the prior written consent of each Lender, Guarantors (iii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender), (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, ) (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Effective Date), (viv) consent to the assignment or transfer by any the Borrower or Magellan of any of its rights and obligations under this Agreement without or (vi) amend Section 13.06 in a manner that would alter the consent pro rata sharing of each Lenderamounts required thereby; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate any Commitments pursuant to Section 3.03 shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), or (2) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (e) of Section 2.15 relating to the “first-in, last-out” trancheAgent.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note, or extend the stated maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon Fees, or reduce or forgive the principal amount thereof (except to the extent repaid in cash), or forgive the payment reduce any reimbursement obligations under any Letter of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)Credit, (ii) except as otherwise expressly provided in release any of the Credit Documents, Borrowers from the Guaranty or release all or substantially all of the Collateral under all Guarantors from the Security Documents without Guaranty (except in connection with a sale of a Subsidiary Guarantor in accordance with the prior written consent terms of each Lenderthis Agreement), (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Effective Date), ) or (viv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without Agreement, except mergers and/or consolidations involving one or more Borrowers and another Person (not already a Borrower or a Subsidiary thereof) shall be permitted with the prior written consent of each Lenderthe Required Lenders, provided that the survivor of such merger or consolidation (to the extent not a Borrower) is organized under the laws of the United States or a State thereof and executes and delivers to the Administrative Agent agreements in form and substance satisfactory to the Agents and providing for the assumption by such Person of the obligations of the respective Borrower or Borrowers under this Agreement and the Notes; provided further further, that no such change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) without the consent of the Supermajority Lenders, decrease the percentage set forth in Section 10.07 (as in effect on the Effective Date) or amend the definition of Supermajority Lenders, (3) without the consent of the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 3 with respect to Letters of Credit issued by it (or Acceptances created thereunder) or alter its rights or obligations with respect to Letters of Credit or Acceptances, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 2.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent. Notwithstanding the foregoing, (3) without upon the consent execution and delivery of Collateral Agent, amend, modify or waive any provision relating all documentation required by Section 4.04 to be delivered in connection with an increase to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the BorrowersTotal Commitment, the Administrative Agent Agent, the Borrowers and the new or existing Lenders providing such tranche whose Commitments have been affected may and shall enter into an amendment hereof (which shall be necessary binding on all parties hereto and the new Lenders) solely for amendments described the purpose of reflecting any new Lenders and their new Commitments and any increase in clause (e) the Commitment of Section 2.15 relating to the “first-in, last-out” trancheany existing Lender.

Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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)Banks, provided that no such change, waiver, discharge or termination shall -------- shall, without the consent of each Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate (although the Required Banks may waive in writing the applicability of any increase in interest rates or the rate at which Fees are payable, which increase is predicated solely upon the existence of a Specified Default or an Event of Default or the late payment of amounts pursuant to this Agreement) or extend the time of payment of interest or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees extent repaid in cash) (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 13.07(a) shall not constitute a reduction or extension of in the time of payment rate of interest or Fees thereon for purposes of any Lenderthis clause (i)), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise expressly provided in the Credit Documents, release ) under all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each LenderSecurity Documents, (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby13.12, (viv) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender Banks (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicableBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, Banks on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Effective Date)) or (v) amend or modify the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional Obligations and Tranches may be included in the determination of Supermajority Banks on substantially the same basis as the Obligations and Tranches are included on the Effective Date) or (vi) consent to the assignment or transfer by any the Parent or the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further further, that no such change, waiver, discharge -------- ------- or termination shall (1t) increase the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Total Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase of in the Commitment of such LenderBank), (2u) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of each 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, (w) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (3x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an Issuing Bank amendment to the definition of Majority Banks), amend the definition of Majority Banks or a Swingline Lenderalter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Banks may (1) waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (2) agree to the inclusion of additional extensions of credit made after the Initial Borrowing Date (and not pursuant to Commitments as in effect on the Initial Borrowing Date) on substantially the same basis as the other extensions of credit, pursuant to Sections 4.01 and 4.02) or (z) without the consent of the Supermajority Banks of the respective Tranche (i.e. Supermajority Banks holding Term Loans or Term Loan ---- Commitments), amend, modify or waive any provision relating Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the rights or obligations Scheduled Repayments of the such Issuing Bank or such Swingline Lender, (5) Tranche may be increased on a proportionate basis without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed otherwise required by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in this clause (e) of Section 2.15 relating to the “first-in, last-out” tranchey)).

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post-default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Term B Loans on the Closing Amendment No. 1 Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments Term B Loans are included on the Closing Amendment No. 1 Effective Date), (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term B Loans pursuant to this Agreement as in effect on the Amendment No. 1 Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of Majority Lenders (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Amendment No. 1 Effective Date) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of the Supermajority Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitieson substantially the same basis as the Term B Loans are included on the Amendment No. 1 Effective Date; and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ex) of Section 2.15 relating to the first proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither Except as expressly contemplated hereby, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto thereto, the Administrative Agent and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ) or the Administrative Agent with the written consent of the Required Lenders; provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentTerm Loan, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive fees thereon; except in connection with the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension waiver of the time of payment of interest or Fees thereon applicability of any Lender)post-default increase in interest rates, (ii) except as otherwise expressly provided in the Credit Security Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release releases all or substantially all of the value of the Credit Party Guaranty by the Guarantors without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) or Section 13.06 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments Lenders of the Initial Term B Loans on the Closing ClosingAmendment No. 1 Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of “Required Lenders or Supermajority Lenders Lenders” without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, that additional extensions of credit pursuant to this Agreement that are permitted by the terms hereof or that have been consented to by the Required Lenders may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderLender or (vii) amend Section 2.14 the effect of which is to extend the maturity of any Term Loan without the prior written consent of each Lender directly and adversely affected thereby; provided further provided, further, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision of any Credit Document as the same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01 or 5.02 (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount and any other conversion of any Tranche of Term Loans into Extended Term Loans pursuant to an Issuing Bank Extension Amendment shall not be considered a “prepayment” or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations “repayment” for purposes of the such Issuing Bank or such Swingline Lenderthis clause (4)), (5) without the prior written consent of the Supermajority LendersMajority Lenders of the respective Tranche affected thereby, change amend the definition of “Majority Lenders” (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to change, establish this Agreement may be included in the determination of the Majority Lenders) or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority LendersLenders of the relevant Tranche, increase reduce the percentages set forth in amount of or extend the term “Borrowing Base” or add date of, any new classes Scheduled Repayment (except that, if additional Term Loans are made pursuant to a given Tranche, the scheduled repayments of eligible assets thereto or (7) such Tranche may be increased on a proportionate basis without the prior written consent otherwise required by this clause (6)), or amend the definition of “Supermajority Lenders” (it being understood that, with the consent of the Required Subfacility Lenders, adversely affect additional extensions of credit pursuant to this Agreement may be included in the rights determination of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitiesthe Supermajority Lenders); and provided, further, provided further that only the consent of the Borrowers, the Administrative Agent and the Lenders providing such tranche shall be necessary for amendments described in clause (ex) of Section 2.15 relating to the first proviso contained in clause (vi) of the definition of “first-in, last-out” tranchePermitted Junior Loans.”

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than upon payment in full of the Obligations or as expressly provided herein or therein) unless such change, waiver, discharge or termination termination, in the case of this Agreement, is in writing signed by the Credit Parties party hereto or thereto and signed or consented to in writing by the Required Lenders and acknowledged by the Administrative Agent or, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and/or the Collateral Agent, as applicable (with the consent of the Required Lenders) and the Credit Party or Credit Parties that are parties thereto (although additional parties may be added to (and annexes may be modified to reflect such additions) ), and Subsidiaries of the Company and Collateral may be released from, the Security Documents and the Intercreditor Agreements in accordance with the provisions hereof and thereof, additional Borrowers may be added to this Agreement and the Security Documents in accordance with the provisions hereof of Section 9.12(f), and thereof Borrowers which are Subsidiaries of the Company may be released as Borrowers hereunder (and as parties to the relevant Security Documents) as provided in Section 13.22, without the consent of the other Credit Parties party thereto or the Required Lenders); provided, provided that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (with Obligations being directly affected in the case of following clauses (i) and Issuing Bank(iv)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving CommitmentLoan or Note, or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date (except as contemplated herein), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive forgive) the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers any amendment or modifications of conditions precedent, Defaults modification to the financial definitions in this Agreement or Events of Default to Section 13.07(a) shall not constitute a reduction or extension of in the time of payment rate of interest for the purposes of this clause (i)), or Fees thereon amend Section 2.09 to permit the Borrowers to select 181 Interest Periods for any Loans in excess of six months at any Lender)time when such longer Interest Periods is not available to all Lenders, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, or release all or substantially all of the value of the Guaranty provided by any Guarantor (except as expressly provided in the Credit Party Guaranty without the prior written consent of each LenderDocuments), (iviii) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments and the Loans on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Effective Date), (viiv) reduce the “majority” voting threshold specified in the definition of “Required Lenders”, (v) consent to the assignment or transfer by any Borrower Parent or the Borrowers of any of its rights and obligations under this Agreement without Agreement, (vi) amend, modify or waive the consent application of each Lenderpayments set forth in Section 5.03(d), 11.03 or Section 13.06 hereof, or (vii) contractually subordinate the payment of Obligations to any other Indebtedness, or except as permitted herein or as provided in the Intercreditor Agreement, contractually subordinate the priority of any of the Administrative Agent’s Liens to the Liens securing other Indebtedness; provided further further, that no such change, waiver, discharge or termination shall (1A) increase the Commitments Revolving Loan Commitment of any Lender 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 Aggregate Commitments Total Revolving Loan Commitment or a mandatory repayment of Loans shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2B) without the consent of each Agent adversely affected thereby(x) the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement or any other Credit Document as same relates to to, or affects, the rights or obligations of such the Administrative Agent or (y) the Collateral Agent, amend, modify or waive any provision of Section 12 or any other provision of this Agreement or any other Credit Document as same relates to, or affects, the rights or obligations of the Collateral Agent, (3C) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4D) without the consent of an each Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the of Section 3 or alter its rights or obligations with respect to Letters of Credit, (E) without the consent of the such Issuing Bank or such Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans or (5F) without the prior written consent of the Supermajority Lenders, change (1) amend the definition of “Supermajority Lenders” (it being understood that, with the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion consent of the Administrative Agent Required Lenders, additional extensions of credit pursuant to changethis Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date), establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition (2) increase the advance rates applicable to the Borrowing Base as provided hereinover those in effect on the Effective Date (it being understood that the establishment, (6) without the prior written consent modification or elimination of the Supermajority LendersReserves and adjustment, increase the percentages set forth establishment and elimination of criteria for Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory and or Eligible In Transit Inventory, in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, each case by the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates) or (3) amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory and or Eligible In Transit Inventory (including, in each case, the Lenders providing such tranche shall defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Credit 182 Card Receivables, Eligible Inventory and or Eligible In Transit Inventory, in each case by the Administrative Agent in accordance with the terms hereof, will not be necessary for amendments described in clause (e) of Section 2.15 relating deemed to the “first-in, last-out” trancherequire a Supermajority Lender consent).

Amendment or Waiver; etc. (a) Neither a)Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto Borrower, and approved by the Required Lenders (although additional parties may be added Ministry of Finance to (the extent required by Colombian public indebtedness regulations, and annexes may be modified to reflect such additions) the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or by the Required Lenders), ; provided that no such change, waiver, discharge or termination shall shall, without the consent of all the parties hereto (i) without extend any scheduled date of payment or the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected therebyMaturity Date, extend the final scheduled maturity expiration date of any Revolving Commitmentthe Availability Period, or reduce the rate or extend the time of payment of interest or Fees thereon (other than as a result of any waiver of the applicability of any post-Default increase in interest rates) thereon, or reduce the fees payable hereunder or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender)Loan, (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a11.06, (iii) amend or modify the definition of Required Lenders, (except for technical amendments with respect to additional extensions iv) amend or modify Section 3.03 in a manner that would alter the pro rata sharing of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected payments required thereby, (v) reduce the percentage specified in the definitions of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement any Loan Document (except in accordance with the terms hereof), (vi) change Section 3.03(b) or 3.03(c) in a manner that would alter the pro rata sharing of payments required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders without the written consent of each LenderLender directly affected thereby, (vii) change the payment currency of any amount payable under this Agreement, or (viii) amend, modify or waive any provision of Section 5; provided further provided, further, that no such change, waiver, discharge or termination shall (1x) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Aggregate Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in Lender without the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment written consent of such Lender), or (2y) without the consent of each Agent adversely affected therebythe Administrative Agent, amend, modify or waive any provision of Section 12 10 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent. For the avoidance of doubt, (3) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations prior approval of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of the Supermajority Lenders, increase the percentages set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilities; and provided, further, that only the consent of the Borrowers, the Administrative Agent Borrower and the Lenders providing such tranche shall Ministry of Finance will not be necessary for amendments described required in clause (e) connection with the implementation of Section 2.15 relating any Conforming Changes, unless required pursuant to the “first-in, last-out” trancheColombian public indebtedness regulations.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) 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 PROVIDED that no such change, waiver, discharge or termination shall (i) shall, without the prior written consent of each Lender (and Issuing Bankother than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), if applicable(i) directly and adversely affected thereby, extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving CommitmentLoan Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon thereon, or reduce or forgive the principal amount thereof or forgive (except to the payment of such interest or Fees extent paid in cash) (it being understood that waivers any amendment or modifications of conditions precedent, Defaults or Events of Default modification to the financial definitions in this Agreement shall not constitute a reduction or extension of the time of payment in any rate of interest or Fees thereon fees for purposes of any Lenderthis clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) except as otherwise expressly provided in the Credit Documents, release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents without the prior written consent of each LenderDocuments, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of Guarantees (except as expressly provided in the Credit Party Guaranty without the prior written consent of each LenderDocuments), (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this Section 13.12(a) 12.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the A-1 Term Loans, A-2 Term Loans and the Revolving Loan Commitments on the Closing Effective Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions definition of Required Lenders or Supermajority Lenders without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of A-1 Term Loans, A-2 Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (vi) consent to the assignment or transfer by any the Borrower of any of its rights and obligations under this Agreement without the consent of each LenderAgreement; provided further PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender -135- 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 Aggregate Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) without the consent of each Agent adversely affected therebyDBAG, amend, modify or waive any provision of Section 12 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (3) without the consent of each applicable Agent, amend, modify or waive any provision of Section 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (34) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (45) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Facility in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.01(a) or 4.02(B) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), PROVIDED that if in any circumstance the consent of the Majority Lenders of the Revolving Loan Facility is required pursuant to this clause (5) at any time that DBAG would constitute the Majority Lenders of such Facility, then the consent of the Majority Lenders shall not be deemed to have been obtained until DBAG and one other Lender with at least $5,000,000 of Revolving Loan Commitments shall have consented to the respective change, waiver, modification, discharge or termination (6) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations Supermajority Lenders of the such Issuing Bank or such Swingline Lenderrespective Facility, amend the definition of Supermajority Lenders (5) without it being understood that, with the prior written consent of the Supermajority Superrequired Lenders, change additional extensions of credit pursuant to this Agreement may be included in the definition of the terms “Availability,” “U.S. Borrowing Base,” “Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent determination of the Supermajority LendersLenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or amend downward, increase waive or reduce any Scheduled Repayment of such affected Facility (except that, if additional Loans are made pursuant to a given Facility, the percentages set forth in Scheduled Repayments of such Facility may be increased on a proportionate basis without the term “Borrowing Base” or add any new classes of eligible assets thereto consent otherwise required by this clause (6)) or (7) without the prior written consent of the Required Subfacility Superequired Lenders, adversely affect increase the rights Total Commitment or make any additional extensions of Lenders under such Subfacility in respect of payments hereunder in a manner different than such amendment affects other Subfacilitiescredit pursuant to this Agreement; and provided, furtherPROVIDED FURTHER, that only notwithstanding anything to the contrary contained in this Section 12.12, upon the request of the Borrower and with the consent of DBAG, the BorrowersAdministrative Agent, the Borrower and DBAG shall be entitled, without the consent of any of the other Lenders, to effect such amendments or modifications to this Agreement and the other Credit Documents as the Borrower, the Administrative Agent and DBAG deem necessary and appropriate to permit DBAG to convert all or part of its outstanding A-2 Term Loans to a new tranche of Term Loans denominated in Euros (the Lenders providing such tranche "A-3 Term Loans"), it being understood and agreed that (i) the aggregate principal amount of A-2 Term Loans to be converted to A-3 Term Loans shall be necessary for amendments described in clause mutually acceptable to DBAG and the Borrower and (eii) the terms and conditions of Section 2.15 relating any A-3 Term Loans shall be substantially similar to the “first-in, last-out” trancheexisting tranches of Term Loans and otherwise reasonably acceptable to DBAG and the Borrower.