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 amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond the 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date), (iv) reduce the voting threshold specified in the definition of “Required Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each Agent, amend, modify or waive any provision of Section 13 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any Agent, (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agents and the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.

Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clauses (c), (d), (e), (f), (g), (h), (i), (j), (k) and (l) neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (other than a Defaulting Lender, except with respect to matters described in clause (i)) with Obligations being directly affected in the case of following clause (i))thereby, (i) extend the final scheduled maturity of any Loan or Note extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), principal or Fees or reduce (or forgive) the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) or (b) shall not constitute a reduction in the any rate of interest or Fees for the purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Datecredit), (iviii) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (viiv) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this AgreementAgreement (except that, with the consent of the Required Lenders, the Corporation and any other Domestic Dollar Revolving Loan Borrower may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) Section 9.02), (v) release the Corporation from the Guaranty (it being understood, however, that the assumption by another Person of the Corporation’s obligations under the Guaranty in connection with a merger or consolidation of the Corporation with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of the Corporation from the Guaranty) or (vi) amend, modify or waive any provision of Section 13.06(a); provided further, that that, in connection with addition to the following consent of the Required Lenders’ consent shall not be Lenders required but that above, no such amendment, modification, change, waiver, discharge or termination shall (1u) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement, (v) increase or extend the Commitments (or Sub-Commitments) of any Lender over the amount thereof then in effect or beyond the final date thereof without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment (or Sub-Commitment) of any Lender, and that an increase in the available portion of any Commitment (or Sub-Commitment) of any Lender shall not constitute an increase of the Commitment (or Sub-Commitment) of such Lender), (2) [Reserved], (3w) without the written consent of each Issuing Bank, 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 each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, or (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Corporation shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination, provided further, that in any event the Corporation shall not have the right to replace a Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding At any time and from time to time after the foregoingEffective Date, this Agreement one or more Persons may be amended (or amended and restated) become Alternate Currency Revolving Loan Borrowers in accordance with the provisions of Section 6.03 and the definition of Alternate Currency Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute an Alternate Currency Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Alternate Currency Revolving Loan Borrower as such an Alternate Currency Revolving Loan Borrower on a prospective basis; provided that at the time of such removal there are no outstanding Alternate Currency Revolving Loans or Alternate Currency Swingline Loans owing by such Alternate Currency Revolving Loan Borrower (and no outstanding Alternate Currency Letters of Credit for which such Alternate Currency Revolving Loan Borrower is an Account Party), and all other amounts then due and payable by such Alternate Currency Revolving Loan Borrower have been paid in full. Any removal of a Person as an Alternate Currency Revolving Loan Borrower shall have no effect on any obligations of such Person as an Alternate Currency Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as an Alternate Currency Revolving Loan Borrower. (d) At any time and from time to time after the Effective Date, one or more Persons may become Domestic Dollar Revolving Loan Borrowers in accordance with the provisions of Section 6.04 and the definition of Domestic Dollar Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute a Domestic Dollar Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Domestic Dollar Revolving Loan Borrower (other than itself) as a Domestic Dollar Revolving Loan Borrower on a prospective basis; provided that at the time of such removal there are no outstanding Domestic Dollar Revolving Loans or Domestic Dollar Swingline Loans owing by such Domestic Dollar Revolving Loan Borrower (and no outstanding Domestic Dollar Letters of Credit for which such Domestic Dollar Revolving Loan Borrower is an Account Party), and all other amounts then due and payable by such Domestic Dollar Revolving Loan Borrower have been paid in full. Any removal of a Person as a Domestic Dollar Revolving Loan Borrower shall have no effect on any obligations of such Person as a Domestic Dollar Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as a Domestic Dollar Revolving Loan Borrower. (e) (I) From time to time after the Effective Date, with the consent of the Corporation and the Administrative Agent, any RL Lender may agree (in its sole discretion) to reallocate all or a portion of the Domestic Dollar Revolving Loan Sub-Commitment of such RL Lender as an Alternate Currency Revolving Loan Sub-Commitment of such RL Lender relating to a given Alternate Currency Revolving Loan Sub-Tranche, in any such case pursuant to a written agreement entered into, and executed by, the respective RL Lender, the Administrative Agent, the Corporation and each other relevant Borrower in form and substance satisfactory to such parties (each, an “Alternate Currency Sub-Commitment Re-Allocation Agreement”); provided that (x) the Domestic Dollar Revolving Loan Sub-Commitment of the respective Lender shall be decreased by the amount of any increase in an Alternate Currency Revolving Loan Sub-Commitment effected pursuant to the respective Alternate Currency Sub-Commitment Re-Allocation Agreement, (y) arrangements satisfactory to the Administrative Agent shall be made so that, after giving effect to the adjustment to the respective Lender’s Alternate Currency Revolving Loan Sub-Commitment, such Lender participates in all then outstanding extensions of credit on the same basis as it would otherwise have so participated if it had originally had Alternate Currency Revolving Loan Sub-Commitments and a Domestic Dollar Revolving Loan Sub-Commitment as same will be in effect after giving effect to the changes contemplated by this clause (e)(I) (including arrangements of the type described in the second sentence of Section 13.12(f) below) and (z) without the prior written consent of the Required Lenders, the Agents and the no increase to any Alternate Currency Revolving Borrower (x) Loan Sub-Commitment of any Lender relating to add one or more additional credit facilities a given Alternate Currency Revolving Loan Sub-Tranche shall be made pursuant to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. clause (e) Notwithstanding if, immediately after giving effect thereto, (1) the foregoing, technical aggregate amount of Alternate Currency Revolving Loan Sub-Commitments of all RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the relevant Alternate Currency Revolving Loan Sub-Commitment Sub-Limit for such Alternate Currency Revolving Loan Sub-Tranche or (2) the Total Alternate Currency Revolving Loan Sub-Commitment would exceed the lesser of (I) $1,400,000,000 and conforming modifications to (II) the Credit Documents may be made with the written consent of the Total Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partyLoan Commitment as then in effect.

Amendment or Waiver; etc. (a) Neither Except as provided in clause (c) of this Section 14.11, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although except that additional parties may be added to (and annexes may be modified to reflect such additions)to, and Subsidiaries of the Revolving Borrower Borrowers may be released from, the Subsidiaries Guaranty and the Pledge and Security Documents Agreement in accordance with the provisions hereof and thereof thereof, without the written consent of the other Credit Parties party thereto or the Required Lenders), ) provided that in connection with the following the Required Lenders’ consent shall not be required but that: (1) no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with having Obligations being directly affected in the case of following clause thereby (i)), other than a Defaulting Lender) (i) extend the expiration date of any Commitment beyond the Maturity Date, the final scheduled maturity of any Revolving Loan or Revolving Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Revolving Loan or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)Fees, or reduce (or forgive) the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a14.06(a) shall not constitute a reduction in the any rate of interest or Fees for the purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 14.06(a) was not to reduce the interest or Fees payable hereunder), (ii) release all or substantially all of the Pledge and Security Agreement Collateral or the Guarantors from the Subsidiaries Guaranty (except (in either case) as expressly provided in the Credit Documents) under all or the Security DocumentsU.S. Borrower from its guarantee contained in Section 16, (iii) amend, modify or waive any provision of this Section 14.12(a) 14.11 (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), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, (x) the transactions contemplated by the Additional Revolving Loan Commitment may be consummated as expressly provided in this Agreement and (y) with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or amend, modify or waive any provision of any Credit Document that, by its terms, requires the consent, approval or satisfaction of all of the Lenders or (viv) consent to the assignment or transfer by the U.S. Borrower or any other Credit Party of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that Agreement or any other Credit Document; (2) no such amendment, modification, change, waiver, discharge or termination shall (1i) increase the Commitments (or sub-commitments (other than in accordance with Section 2.18)) of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Commitment (or sub-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 in the Commitment (or sub-commitment) of such Lender), (2) [Reserved], (3ii) without the written consent of each the Issuing Bank, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (iii) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 13 as the same applies to the Administrative Agent or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of any the Administrative Agent, ; (4iv) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent; or (v) modify Section 2.15, (5) except in cases where additional extensions 2.17 or 2.18, Schedule III or any other provision of term loans and/or revolving loans are being afforded substantially the same treatment afforded this Agreement relating solely to the Term Loans and Canadian Revolving Loans pursuant to this Agreement on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Canadian Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses clause (i1) through (v), inclusive, of the first proviso to Section 14.12(a14.11(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as no Default or Event of Default has occurred and is continuing and all non-consenting Lenders whose individual consent is required are treated as described belowin either clause (A) or (B) of this Section 14.11(b), to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 2.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment and repay such non-consenting Lender’s outstanding Revolving Loans in accordance with Sections 4.02 and/or 5.01, provided that, unless the Revolving Loan Commitments are terminated, and Revolving Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to clause (2) of Section 14.11(a). (c) Notwithstanding the foregoing, this Agreement may be amended the Administrative Agent and the Borrowers (or amended and restated) with without the written consent of the Required Lenders, the Agents and the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partyLender) may enter into amendments of any Credit Document solely with respect to corrections of formal defects not having any economic impact.

Amendment or Waiver; etc. (a) Neither Except as provided in clause (c) of this Section 14.11, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although except that additional parties may be added to (and annexes may be modified to reflect such additions)to, and Subsidiaries of the Revolving Borrower Borrowers may be released from, the Subsidiaries Guaranty and the Pledge and Security Documents Agreement in accordance with the provisions hereof and thereof thereof, without the written consent of the other Credit Parties party thereto or the Required Lenders), ) provided that in connection with the following the Required Lenders’ consent shall not be required but that: (1) no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with having Obligations being directly affected in the case of following clause thereby (i)), other than a Defaulting Lender) (i) extend the expiration date of any Commitment beyond the Maturity Date, the final scheduled maturity of any Revolving Loan or Revolving Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Revolving Loan or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)Fees, or reduce (or forgive) the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a14.06(a) shall not constitute a reduction in the any rate of interest or Fees for the purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 14.06(a) was not to reduce the interest or Fees payable hereunder), (ii) release all or substantially all of the Pledge and Security Agreement Collateral or the Guarantors from the Subsidiaries Guaranty (except (in either case) as expressly provided in the Credit Documents) under all or the Security DocumentsU.S. Borrower from its guarantee contained in Section 16, (iii) amend, modify or waive any provision of this Section 14.12(a) 14.11 (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), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, (x) the transactions contemplated by the Additional Revolving Loan Commitment may be consummated as expressly provided in this Agreement and (y) with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or amend, modify or waive any provision of any Credit Document that, by its terms, requires the consent, approval or satisfaction of all of the Lenders or (viv) consent to the assignment or transfer by the U.S. Borrower or any other Credit Party of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that Agreement or any other Credit Document; (2) no such amendment, modification, change, waiver, discharge or termination shall (1i) increase the Commitments (or Sub-Commitments (other than in accordance with Section 2.18)) of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Commitment (or Sub-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 in the Commitment (or Sub-Commitment) of such Lender), (2) [Reserved], (3ii) without the written consent of each the Issuing Bank, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (iii) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 13 as the same applies to the Administrative Agent or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of any the Administrative Agent, ; (4iv) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent; or (v) modify Section 2.15, (5) except in cases where additional extensions 2.17 or 2.18, Schedule III or any other provision of term loans and/or revolving loans are being afforded substantially the same treatment afforded this Agreement relating solely to the Term Loans and Canadian Revolving Loans pursuant to this Agreement on the Closing Date, without the written consent of the Majority Lenders Canadian Lenders, or Schedule V or Section 2.19 without the consent 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche Lender adversely affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses clause (i1) through (v), inclusive, of the first proviso to Section 14.12(a14.11(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers U.S. Borrower shall have the right, so long as no Default or Event of Default has occurred and is continuing and all non-consenting Lenders whose individual consent is required are treated as described belowin either clause (A) or (B) of this Section 14.11(b), to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 2.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment and repay such non-consenting Lender’s outstanding Revolving Loans in accordance with Sections 4.02 and/or 5.01, provided that, unless the Revolving Loan Commitments are terminated, and Revolving Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to clause (2) of Section 14.11(a). (c) Notwithstanding the foregoing, this Agreement may be amended the Administrative Agent and the Borrowers (or amended and restated) with without the written consent of the Required Lenders, the Agents and the Revolving Borrower (xany other Lender) may enter into amendments of any Credit Document solely with respect to add one or more additional credit facilities to this Agreement and to permit the extensions corrections of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in formal defects not having any determination of the Required Lenderseconomic impact. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications anything to the Credit Documents may be made contrary contained in clauses (a) through (c) above of this Section 14.11, the U.S. Borrower, any other relevant Borrower, the Administrative Agent and each Additional Revolving Loan Lender may, in accordance with the written consent provisions of Section 2.16, enter into an Additional Revolving Loan Commitment Agreement, provided that after the Revolving Borrower execution and delivery by the Agents to the extent necessary to cure any ambiguityU.S. Borrower, omission, defect or inconsistency, without any further action by any other partyrelevant Borrower, the Administrative Agent and each such Additional Revolving Loan Lender of such Additional Revolving Loan Commitment Agreement, such Additional Revolving Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) through (c) above of this Section 14.11.

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 amended, modified, changed, waived, discharged changed or terminated waived unless such amendment, modification, 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 Revolving Borrower U.S. Borrowers, the European Borrower, the U.K. Guarantor, and the Canadian Borrower) may be released from, this Agreement, the Subsidiaries Guaranty Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge change or termination waiver shall, without the written consent of each Non-Defaulting Lender (other than a Defaulting Lender) (or in the case of clause (i), each Lender with Obligations being directly affected in the case of following clause (i)affected, including, without limitation, any Defaulting Lender with Obligations being directly affected), (i) except to the extent provided in Section 4.04, extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Loan or Note 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or all or substantially all of the Guaranties (except as expressly provided in the Credit Documents) under this Agreement and the other Credit Documents, (iii) amend, modify or waive Section 13.06 or any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders or Supermajority Lenders (it being understood that, that additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Lenders and Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), or (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge change or termination waiver shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved]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 written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (4) without the written consent of the Collateral Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent, (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 on the Closing Date, without the written 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 belowSwingline Lender, alter the required application of any prepayments its rights or repayments (or commitment reduction), as between the various Tranches, pursuant obligations with respect to Section 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)Swingline Loans, (6) without the written consent of the Majority Lenders of Syndication Agent, the respective Tranche affected therebyCo-Collateral Agents, amend either Co-Documentation Agent, or the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving LendersJoint Lead Arrangers, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect provision relating to the making rights or obligations of Revolving Loansthe Syndication Agent, any Co-Collateral Agent, either Co-Documentation Agent or the Joint Lead Arrangers, as the case may be, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (97) without the written consent of the Required Revolving Supermajority Lenders, amendamend the definition of U.S. Borrowing Base, modify Canadian Borrowing Base or waiver European Borrowing Base (or any defined terms as used therein) as such definitions are set forth herein on the Closing Date (or as same may be amended from time to time pursuant to this clause (7)) in a manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent, or (8) without the consent of the Supermajority Lenders, increase the percentage of the Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(e). Notwithstanding the foregoing, Schedules XVI, XVII and XVIII may be amended by the Co-Collateral Agents in their Permitted Discretion. (b) Notwithstanding anything to the contrary in this Section 13.12, (i) a Guarantor or a Borrower (other than Aleris, the European Borrower, the U.K. Guarantor, or the Canadian Borrower) shall automatically be released from its obligations hereunder and its Guaranty shall be automatically released upon the consummation of any transaction permitted hereunder and the application of the proceeds therefrom in accordance with the provisions of this Agreement as a result of which such Guarantor or Borrower ceases to be a Subsidiary of Aleris and (ii) so long as no Event of Default has occurred and is continuing and a Responsible Officer of Aleris certifies in an officer’s certificate to the Administrative Agent that such Guarantor (A) is an Immaterial Subsidiary, and the release or such Guarantor would not result in any Immaterial Subsidiary being required pursuant to Section 9.12(e) to become a Credit Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors hereunder and the provisions of Section 11.10 9.12(e) are satisfied upon giving effect to all such additions and releases), or (B) is a Restricted Subsidiary which has been redesignated as an Unrestricted Subsidiary in accordance with Section 9.15, then in the definition case of “Payment Service Obligations”each of clauses (A) and (B), the Administrative Agent shall promptly release such Guarantor from its obligations hereunder and its Guaranty. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor or Borrower, at such Guarantor’s or Borrower’s expense, all documents that such Guarantor or Borrower shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 13.12(b) shall be without recourse to or warranty by the Administrative Agent. (bc) Notwithstanding anything to the contrary in this Section 13.12, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended and waived with the consent of the Administrative Agent at the request of Aleris without the need to obtain the consent of any other Lenders if such amendment or waiver is delivered in order (i) to reflect local law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Credit Documents. (d) If, in connection with any proposed change, waiver, discharge change or termination waiver of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders Lenders, each Lender or each affected Lender is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Aleris shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) subject to compliance with Sections 2.17 and 2.18, replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge change or termination. waiver or (cB) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent cash collateralize its applicable L/C Participation Percentage of the Letter of Credit Outstandings, in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Commitments that are terminated and Loans that are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who must have consented thereto), then in the case of any action pursuant to preceding clause (B) the Required LendersLenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event Aleris shall not have the Agents right to replace a Lender, terminate its Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the Revolving Borrower (xwithholding of any required consent by such Lender) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications pursuant to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents second proviso to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 13.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower Borrowers may be released from, the Subsidiaries U.S. Guaranty and the Canadian Guaranty, as the case may be, and the relevant Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than, except with respect to following clause (i), a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (ii)(x)), (ii)(x) extend the final scheduled maturity of any Loan or Note or extend beyond the 2017 Revolving Loan Maturity DateDate the stated expiration date of any Letter of Credit, (y) 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of (x) the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsDocuments or (y) the guarantees under the U.S. Guaranty and the Canadian Guaranty, (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (viv) consent to the assignment or transfer by any Credit Party either Borrower of any of its their rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved]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 written consent of each 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 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the then Administrative Agent, (45) without the written consent of the then Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (56) except as permitted pursuant to Section 2.16 and in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the A Term Loans, B Term Loans, the 2016 Revolving Loans and the 2017 Revolving Loans pursuant to this Agreement on the Closing Effective Date, without the written 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 6.02(h5.02(h) (it being understood, however, that (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not alteredaltered and (y) any conversion of any Tranche of Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (6)), or (67) without the written consent of the Required Extended Revolving Lenders, the Required Non-Extending Revolving Lenders or the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Required Extended Revolving Lenders, the Required Non-Extending Revolving Lenders or Majority Lenders” , respectively (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall 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 Closing Effective Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver Majority Lenders of the provisions respective Tranche of Section 11.10 or the definition of “Payment Service Obligations”Term Loans. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described belowin either clause (A) or (B) below and/or in connection with a Defaulting RL Lender, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s or Defaulting RL Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that the Borrowers shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by each Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Issuing Lender and the Swingline Lender) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.04) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agents Administrative Agent and the Revolving Borrower Borrowers (xa) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (yb) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding In addition, notwithstanding the foregoing, technical and conforming modifications to the Credit Documents this Agreement may be made amended with the written consent of the Revolving Administrative Agent, the U.S. Borrower and the Agents Lenders providing the relevant Replacement A Term Loans or Replacement B Term Loans to permit the extent necessary to cure any ambiguityrefinancing of all outstanding A Term Loans (the “Refinanced A Term Loans”) or B Term Loans (the “Refinanced B Term Loans”), omissionas the case may be, defect or inconsistency, without any further action by any other party.with a replacement “A” term loan tranche denominated in Dollars (the

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving U.S. Borrower may be released from, the any Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note beyond (other than by amending clause (c) of the definition of “Maturity Date”) or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent paid in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all any Security Document or alter the Security Documentsrelative priority of the Liens, (iii) amend, modify or waive any provision of this Section 14.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Tranche A Term Loans, Tranche B Term Loans and the Revolving Loan Commitments Tranche C Term Loans on the Closing Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement, or (vi) release the Holdings Guaranty, the U.S. Borrower’s Guaranty or any Subsidiaries Guaranty; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 13 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (43) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (54) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Dateas originally in effect, without the written consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Sections 5.01 or 5.02 (excluding Section 6.02(h5.02(b)) (it being understood, however, that 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), (65) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall 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 Closing Effective Date), or (76) without the written consent of the Required Revolving LendersSupermajority Lenders of the respective Tranche, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, 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 any Lender a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the written consent of such affected Lenderotherwise required by this clause (6)), other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or amend the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Supermajority Lenders (orit being understood that, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agents and the Revolving Borrower (x) to add one or more additional extensions of credit facilities pursuant to this Agreement and to permit may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of credit from time Loans and Commitments are included on the Effective Date). Notwithstanding anything to time outstanding thereunder the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted to enter into such amendments and/or modifications (i) as specified in Section 6.26(c) and (ii) to the accrued interest and fees in respect thereof to share ratably Foreign Security Documents which may be required in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination discretion of the Required LendersAdministrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or necessary or, in the reasonable opinion of the Collateral Agent, advisable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents. (d) [Reserved]. (eb) Notwithstanding the foregoing, technical and conforming modifications anything to the Credit Documents may be made contrary contained in clause (a) above of this Section 13.12, the respective Borrower, the Administrative Agent and each Incremental Term Loan Lender may, in accordance with the written consent provisions of Section 2.15, enter into an Incremental Term Loan Commitment Agreement, provided that after the Revolving Borrower execution and delivery by the Agents to respective Borrower, the extent necessary to cure any ambiguityAdministrative Agent and each such Incremental Term Loan Lender of such Incremental Term Loan Commitment Agreement, omission, defect or inconsistency, without any further action by any other partysuch Incremental Term Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.

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 amended, modified, changed, waived, discharged changed or terminated waived unless such amendment, modification, 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 Revolving Borrower U.S. Borrowers, the European Borrower, the U.K. Guarantor, and the Canadian Borrower) may be released from, this Agreement, the Subsidiaries Guaranty Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge change or termination waiver shall, without the written consent of each Non-Defaulting Lender (other than a Defaulting Lender) (or in the case of clause (i), each Lender with Obligations being directly affected in the case of following clause (i)affected), (i) except to the extent provided in Section 4.04, extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Loan or Note 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or all or substantially all of the Guaranties (except as expressly provided in the Credit Documents) under this Agreement and the other Credit Documents, (iii) amend, modify or waive Section 13.06 or any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders or Supermajority Lenders (it being understood that, that additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Lenders and Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), or (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge change or termination waiver shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved]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 written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (4) without the written consent of the Collateral Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent, (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 on the Closing Date, without the written 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 belowSwingline Lender, alter the required application of any prepayments its rights or repayments (or commitment reduction), as between the various Tranches, pursuant obligations with respect to Section 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)Swingline Loans, (6) without the written consent of the Majority Lenders of Syndication Agent, the respective Tranche affected therebyCo-Collateral Agents, amend either Co-Documentation Agent, or the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving LendersJoint Lead Arrangers, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect provision relating to the making rights or obligations of Revolving Loansthe Syndication Agent, any Co-Collateral Agent, either Co-Documentation Agent or the Joint Lead Arrangers, as the case may be, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (97) without the written consent of the Required Revolving Supermajority Lenders, amendamend the definition of U.S. Borrowing Base, modify Canadian Borrowing Base or waiver European Borrowing Base (or any defined terms as used therein) as such definitions are set forth herein on the Closing Date (or as same may be amended from time to time pursuant to this clause (7)) in a manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent, or (8) without the consent of the Supermajority Lenders, increase the percentage of the Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(e). Notwithstanding the foregoing, Schedules XVI, XVII and XVIII may be amended by the Co-Collateral Agents in their Permitted Discretion. (b) Notwithstanding anything to the contrary in this Section 13.12, (i) a Guarantor or a Borrower (other than Aleris, the European Borrower, the U.K. Guarantor, or the Canadian Borrower) shall automatically be released from its obligations hereunder and its Guaranty shall be automatically released upon the consummation of any transaction permitted hereunder and the application of the proceeds therefrom in accordance with the provisions of this Agreement as a result of which such Guarantor or Borrower ceases to be a Subsidiary of Aleris and (ii) so long as no Event of Default has occurred and is continuing and a Responsible Officer of Aleris certifies in an officer’s certificate to the Administrative Agent that such Guarantor (A) is an Immaterial Subsidiary, and the release or such Guarantor would not result in any Immaterial Subsidiary being required pursuant to Section 9.12(e) to become a Credit Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors hereunder and the provisions of Section 11.10 9.12(e) are satisfied upon giving effect to all such additions and releases), or (B) is a Restricted Subsidiary which has been redesignated as an Unrestricted Subsidiary in accordance with Section 9.15, then in the definition case of “Payment Service Obligations”each of clauses (A) and (B), the Administrative Agent shall promptly release such Guarantor from its obligations hereunder and its Guaranty. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor or Borrower, at such Guarantor’s or Borrower’s expense, all documents that such Guarantor or Borrower shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 13.12(b) shall be without recourse to or warranty by the Administrative Agent. (bc) Notwithstanding anything to the contrary in this Section 13.12, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended and waived with the consent of the Administrative Agent at the request of Aleris without the need to obtain the consent of any other Lenders if such amendment or waiver is delivered in order (i) to reflect local law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Credit Documents. (d) If, in connection with any proposed change, waiver, discharge change or termination waiver of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders Lenders, each Lender or each affected Lender is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Aleris shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) subject to compliance with Sections 2.17 and 2.18, replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge change or termination. waiver or (cB) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent cash collateralize its applicable L/C Participation Percentage of the Letter of Credit Outstandings, in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Commitments that are terminated and Loans that are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who must have consented thereto), then in the case of any action pursuant to preceding clause (B) the Required LendersLenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event Aleris shall not have the Agents right to replace a Lender, terminate its Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the Revolving Borrower (xwithholding of any required consent by such Lender) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications pursuant to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents second proviso to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 13.12(a).

Amendment or Waiver; etc. (a) Neither Except as provided in clause (c) of this Section 14.11, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although except that additional parties may be added to (and annexes may be modified to reflect such additions)to, and Subsidiaries of the Revolving Borrower Borrowers may be released from, the Subsidiaries Guaranty and the Pledge and Security Documents Agreement in accordance with the provisions hereof and thereof thereof, without the written consent of the other Credit Parties party thereto or the Required Lenders), ) provided that in connection with the following the Required Lenders’ consent shall not be required but that: (1) no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with having Obligations being directly affected in the case of following clause thereby (i)), other than a Defaulting Lender) (i) extend the expiration date of any Commitment beyond the Maturity Date, the final scheduled maturity of any Term Loan, Term Note, Revolving Loan or Revolving Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest on any Revolving Loan or Fees thereon (except in connection with the waiver of applicability of Term Loan or any post-default increase in interest rates)Fees, or reduce (or forgive) the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a14.06(a) shall not constitute a reduction in the any rate of interest or Fees for the purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 14.06(a) was not to reduce the interest or Fees payable hereunder), (ii) release all or substantially all of the Pledge and Security Agreement Collateral or the Guarantors from the Subsidiaries Guaranty (except (in either case) as expressly provided in the Credit Documents) under all or the Security DocumentsU.S. Borrower from its guarantee contained in Section 16, (iii) amend, modify or waive any provision of this Section 14.12(a) 14.11 (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), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” , Required Revolving Lenders or Required Tranche Lenders (it being understood that, (x) the transactions contemplated by the Additional Revolving Loan Commitment or any Term Loan Supplement may be consummated as expressly provided in this Agreement and (y) with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date)) or amend, (v) reduce the voting threshold specified in the definition modify or waive any provision of “Required Revolving Lenders” (it being understood any Credit Document that, additional extensions of credit pursuant to this Agreement shall be included in by its terms, requires the determination consent, approval or satisfaction of the Required Revolving Tranche Lenders on substantially or of all of the same basis as the Revolving Loan Commitments are included on the Closing Date) Lenders or (viv) consent to the assignment or transfer by the U.S. Borrower or any other Credit Party of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that Agreement or any other Credit Document; (2) no such amendment, modification, change, waiver, discharge or termination shall (1i) increase the Commitments (or Sub-Commitments (other than in accordance with Section 2.18)) of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Commitment (or Sub-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 in the Commitment (or Sub-Commitment) of such Lender), (2) [Reserved], (3ii) without the written consent of each the Issuing Bank, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (iii) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 13 as the same applies to the Administrative Agent or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of any the Administrative Agent, ; (4iv) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent; or (v) modify Section 2.15, 2.17 or 2.18, Schedule III or any other provision of this Agreement relating solely to Canadian Revolving Loans without the consent of the Majority Canadian Lenders, or Schedule V or Section 2.19 without the consent of each Lender adversely affected thereby; and (53) except no such change, waiver, discharge or termination shall (i) reduce the amount of or extend the date of any scheduled principal payment in cases where additional extensions respect of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the any Tranche of Term Loans and Revolving Loans pursuant to this Agreement on the Closing Date, without the consent of all of the Lenders of such Tranche, and (ii) amend, modify, change or waive Section 5.01 or Section 5.02 in a manner that by its terms treats the rights in respect of prepayments due Lenders holding Loans of one Tranche differently from the rights of Lenders holding Loans of any other Tranche without the prior written consent of the Majority Required Tranche Lenders of each adversely affected Tranche which is (such consent being allocated a lesser prepayment, repayment or commitment reduction as a result in lieu of the actions described below, alter consent of the Required Lenders required application of any prepayments or repayments (or commitment reductionabove in this Section 14.11(a), as between the various Tranches, pursuant to Section 6.02(h) (it being understood); provided, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, prepayment so long as the application, as amongst the various between Tranches, of any portion of such prepayment, repayment or commitment reduction prepayment which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses clause (i1) through (v), inclusive, of the first proviso to Section 14.12(a14.11(a), the consent of the Required Lenders or Required Tranche Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers U.S. Borrower shall have the right, so long as no Default or Event of Default has occurred and is continuing and all non-consenting Lenders whose individual consent is required are treated as described belowin either clause (A) or (B) of this Section 14.11 (b), to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 2.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment and repay such non-consenting Lender’s outstanding Revolving Loans and, in the case of a non-consenting Term Loan Lender, repay such Lender’s Term Loans, in each case in accordance with Sections 4.02 and/or 5.01, provided that, unless the Revolving Loan Commitments are terminated, and Revolving Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans or repay its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to clause (2) of Section 14.11(a). (c) Notwithstanding the foregoing, this Agreement may be amended the Administrative Agent and the Borrowers (or amended and restated) with without the written consent of the Required Lenders, the Agents and the Revolving Borrower (xany other Lender) may enter into amendments of any Credit Document solely with respect to add one or more additional credit facilities to this Agreement and to permit the extensions corrections of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in formal defects not having any determination of the Required Lenderseconomic impact. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications anything to the Credit Documents may be made contrary contained in clauses (a) through (c) above of this Section 14.11, the U.S. Borrower, any other relevant Borrower, the Administrative Agent and each Additional Revolving Loan Lender or New Term Lender, as applicable, may, in accordance with the written consent provisions of Section 2.16, enter into an Additional Revolving Loan Commitment Agreement or Term Loan Supplement, provided that after the Revolving Borrower execution and delivery by the Agents to the extent necessary to cure any ambiguityU.S. Borrower, omission, defect or inconsistency, without any further action by any other partyrelevant Borrower, the Administrative Agent and each such Additional Revolving Loan Lender or New Term Lender, as applicable, of such Additional Revolving Loan Commitment Agreement or Term Loan Supplement, such Additional Revolving Loan Commitment Agreement or Term Loan Supplement or may thereafter only be modified in accordance with the requirements of clause (a) through (c) above of this Section 14.11.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; , provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved]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 written consent of each 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 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (45) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (56) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Effective Date, without the written 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 6.02(h5.02(g) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (67) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall 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 Closing Effective Date), (7) 8) without the written consent of the Required Majority Lenders with Revolving LendersLoans and/or Revolving Loan Commitments, amend, modify or waive any condition precedent set forth in Sections Section 7 or 8 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, (8) 9) reduce the amount of, or extend the date of, any Scheduled Repayment to of any Lender Tranche of Term Loans without the written consent of the Majority Lenders holding Term Loans of such affected LenderTranche, other than as otherwise expressly provided herein or amend the definition of Majority Lenders (9) without it being understood that, with the written consent of the Required Revolving Lenders, amendadditional 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) without the consent of the Majority Lenders of the respective Tranche affected thereby, modify or waiver (10) without the consent of each Lender with outstanding Term Loans, change or amend the provisions of Section 11.10 or 2.09 to provide for an Interest Period for Term Loans in excess of 6 months unless, as a condition to the definition selection of “Payment Service Obligations”such an Interest Period, such Interest Period is available to all such Lenders. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the BorrowersBorrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b) and/or 5.01 (b), provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding anything to the foregoingcontrary contained in clause (a) above of this Section 13.12, this the Borrower, the Administrative Agent and each Incremental Term Loan Lender may, in accordance with the provisions of Section 2.14, enter into an Incremental Term Loan Commitment Agreement, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Incremental Term Loan Lender of such Incremental Term Loan Commitment Agreement, such Incremental Term Loan Commitment Agreement may thereafter only be amended (or amended and restated) modified in accordance with the written consent requirements of the Required Lenders, the Agents and the Revolving Borrower clause (xa) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits above of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required LendersSection 13.12. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Revolving Loan or Note Revolving Note, or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount, or extend the time of payment, of any 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 of any Revolving Loan (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(a) 14.12, (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Original Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Original Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower of any of its their respective rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) [Reserved]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 written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any Agent, the Administrative Agent or (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding the foregoingterminate such non-consenting Lender’s Revolving Loan Commitment and/or repay each outstanding Revolving Loan of such Lender in accordance with Section 4.02(b) and/or 5.01(b), this Agreement may be amended (or amended and restated) with the written consent of the Required Lendersprovided that, the Agents and unless the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans Loan Commitments that are terminated, and the Revolving Loans and repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the accrued interest and fees in respect thereof and (y) to include appropriately addition of new Lenders or the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), provided further, that in any event, the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the Agents withholding of any required consent by such Lender) pursuant to the extent necessary second proviso to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 14.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated (other than upon payment in full of the Obligations or as expressly provided herein or therein) unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and signed or consented to in writing by the Required Lenders and acknowledged by the Administrative Agent or, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and/or Collateral Agent, as applicable (with the consent of the Required Lenders) and the Credit Party or Credit parties that are parties thereto (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Revolving Borrower and Collateral may be released from, the Subsidiaries Guaranty and the Security Documents and the Intercreditor Agreements in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders); provided, provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with Obligations being directly affected in the case of following clause clauses (i) and (iv)), (i) extend the final scheduled maturity of any Term Loan or Note beyond the Maturity DateNote, or reduce the rate or extend the time of payment of scheduled amortization, 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or amend Section 2.09 to permit the Borrower to select Interest Periods for any Term Loans in excess of six months at any time when such longer Interest Periods is not available to all Lenders, (ii) release all or substantially all of the Collateral under the Security Documents or release all or substantially all of the value of the Guaranty provided by the Guarantors (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 14.12(a12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments and the Term Loans and the Revolving Loan Commitments on the Closing Date), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” (it being understood that, pursuant to Section 2.14 or with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments and/or Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party Holdings or the Borrower of any of its rights and obligations under this AgreementAgreement and (vi) amend, modify or waive any provision of Sections 10.03 and 12.06 or consent to the subordination in right of payment of any Secured Obligations to any other Indebtedness; provided provided, further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Term Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 11 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (43) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (4) at any time when there is outstanding more than one Class of Term Loans, (5) except in cases where additional extensions amend, modify or waive any provision of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Datewhich adversely impacts one or more Classes in a manner different than that which applies to one or more other Classes, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent Class of such adversely affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) Term Loans. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) repay all outstanding Term Loans and terminate all Commitments of such Lender in accordance with Section 4.01(b); provided, that, unless the Term Loans which are repaid or Commitments which are terminated pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the outstanding Term Loans or Commitments of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), (x) the calculation of Required Lenders shall be determined after giving effect to any such repayment or termination, (y) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto and (z) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and all Term Loans of any such non-consenting Lender (with accrued and unpaid interest and any breakage costs or other amounts owing to such Lender) shall be repaid in full at such time; provided, further, that the Borrower shall not have the right to replace a Lender or repay its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.12(a). (b) Notwithstanding anything to the contrary in this Section 12.12, no Lender consent is required (although the consent of the Administrative Agent shall be required (such consent not to be unreasonably withheld, conditioned or delayed)) to effect any amendment or supplement to the ABL Intercreditor Agreement, the Term Loan Intercreditor Agreement or the Subordination Agreement (i) that is for the purpose of adding the holders of any other secured Indebtedness permitted hereunder (or a representative agent or trustee with respect thereto) (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Borrower, are required to effectuate the foregoing) or (ii) that is expressly contemplated by the ABL Intercreditor Agreement, the Term Loan Intercreditor Agreement and the Subordination Agreement; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable. (c) Notwithstanding the foregoing, this Agreement may be amended (If Indebtedness is incurred by Holdings or amended and restated) with the written consent any of the Required Lendersits Subsidiaries that is secured by a Lien on any Collateral, the Agents Administrative Agent and/or the Collateral Agent is authorized to enter into any Other Intercreditor Agreement or any amendment to the ABL Intercreditor Agreement, the Subordination Agreement or the Term Loan Intercreditor Agreement (and the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder Administrative Agent and the accrued interest and fees Collateral Agent shall enter into such amendment) if reasonably requested to do so by the Borrower in respect thereof order to share ratably in reflect the benefits incurrence of this Agreement such Indebtedness and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) Lien priority intended to include appropriately the Lenders holding such credit facilities in any determination of the Required Lendersbe created thereon. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications anything to the Credit Documents contrary in this Section 12.12, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be made in a form reasonably determined by the Collateral Agent and may be amended and waived with the written consent of the Revolving Collateral Agent at the request of Holdings or the Borrower without the need to obtain the consent of any other Lenders if such amendment or waiver is delivered in order (i) to reflect local law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the Agents other Credit Documents. (f) Further, notwithstanding anything to the extent necessary contrary contained in this Section 12.12, (x) (i) Security Documents and related documents executed by the Credit Parties in connection with this Agreement may be in a form reasonably determined by the Borrower, (ii) [reserved], and (iii) such Security Documents and related documents, the ABL Intercreditor Agreement, the Term Loan Intercreditor Agreement and the Subordination Agreement may be amended, supplemented and waived with the consent of the Borrower without the need to cure obtain the consent of any ambiguityother Person if such amendment, omissionsupplement or waiver is delivered (A) in order to comply with local law or advice of local counsel, defect (B) in order to cause such Security Document or inconsistencyother document to be consistent with this Agreement and the other Credit Documents or (C) in connection with the incurrence of Incremental Term Loans (and the addition of any collateral as Collateral in connection therewith) and the entry by the Administrative Agent and the Collateral Agent into intercreditor arrangements (including, without limitation, any amendment, amendment and restatement or supplement to the ABL Intercreditor Agreement pursuant to Section 8.3 of the ABL Intercreditor Agreement or the corresponding provision in the Term Loan Intercreditor Agreement or the Subordination Agreement or amendment or modification thereof) in connection therewith (and the Administrative Agent and Collateral Agent agree to enter into such agreements, amendments and modifications if reasonably requested by the Borrower in connection with the transactions described above) and (y) if, following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a typographical, technical or immaterial nature, in each case, in any provision of any Credit Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action by or consent of any other partyparty to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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)Lenders, and Subsidiaries of the Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce (or forgive) the principal amount thereof (except to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (iii) release all or substantially all of the Guarantees (except as expressly provided in the Credit Documents), (iv) amend, modify or waive any provision of this Section 14.12(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), (ivv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders 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 Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided furtherPROVIDED FURTHER, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender -135- over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved]without the consent of DBAG, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (3) without the written consent of each applicable Agent, amend, modify or waive any provision of Section 13 11 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Dateas originally in effect, without the written consent of the Majority Lenders of each Tranche Facility which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described belowbelow (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 Tranches, Facilities pursuant to Section 6.02(h4.01(a) or 4.02(B) (it being understood, however, that although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, reduction so long as the application, as amongst the various TranchesFacilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without PROVIDED that if in any circumstance the written 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 Tranche affected therebychange, waiver, modification, discharge or termination (6) without the consent of the Supermajority Lenders of the respective Facility, amend the definition of “Majority Lenders” Supermajority Lenders (it being understood that that, with the consent of the Superrequired Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Majority Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date) or amend downward, waive or reduce any Scheduled Repayment of such affected Facility (except that, if additional Loans are made pursuant to a given Facility, the Scheduled Repayments of such Facility may be increased on a proportionate basis without the consent otherwise required by this clause (6), ) or (7) without the written consent of the Required Revolving Superequired Lenders, amendincrease the Total Commitment or make any additional extensions of credit pursuant to this Agreement; and PROVIDED FURTHER, modify or waive any condition precedent set forth in Sections 7 or 8 with respect that notwithstanding anything to the making contrary contained in this Section 12.12, upon the request of Revolving Loansthe Borrower and with the consent of DBAG, (8) reduce the amount ofAdministrative Agent, or extend the date ofBorrower and DBAG shall be entitled, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent any of the Required Revolving other Lenders, amendto effect such amendments or modifications to this Agreement and the other Credit Documents as the Borrower, modify the Administrative Agent and DBAG deem necessary and appropriate to permit DBAG to convert all or waiver part of its outstanding A-2 Term Loans to a new tranche of Term Loans denominated in Euros (the provisions "A-3 Term Loans"), it being understood and agreed that (i) the aggregate principal amount of Section 11.10 or A-2 Term Loans to be converted to A-3 Term Loans shall be mutually acceptable to DBAG and the definition Borrower and (ii) the terms and conditions of “Payment Service Obligations”any A-3 Term Loans shall be substantially similar to the existing tranches of Term Loans and otherwise reasonably acceptable to DBAG and the Borrower. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (v), inclusive, of the first proviso to Section 14.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding terminate such non-consenting Lender's Commitments and repay in full its outstanding Loans, in accordance with Sections 3.02(b) and/or 4.01(b), PROVIDED that, unless the foregoing, this Agreement may be amended Commitments terminated and Loans repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or amended and restated) with the written consent increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required LendersLenders (determined before giving effect to the proposed action) shall specifically consent thereto, PROVIDED FURTHER, that the Agents Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender's rights (and the Revolving Borrower (xwithholding of any required consent by such Lender) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications pursuant to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents second proviso to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 12.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the one year anniversary of the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or release of all of substantially all of the aggregate value of the Guaranty of all of the Guarantors (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower or Magellan of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) [Reserved]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 written consent of each 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 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, or (45) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment and repay all outstanding Revolving Loans of such Lender and cash collateralize its applicable RL Percentage of the Letter of Credit Outstandings, in accordance with Sections 3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding anything to the foregoingcontrary contained in clause (a) above of this Section 13.12, this the Borrower, the Administrative Agent and each Additional Lender (and each other Lender whose Revolving Loan Commitment is to be increased) may, in accordance with the provisions of Section 1.14 enter into an Incremental Commitment Agreement, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Additional Lender or other Lender of such Incremental Commitment Agreement, such Incremental Commitment Agreement may thereafter only be amended (or amended and restated) modified in accordance with the written consent requirements of the Required Lenders, the Agents and the Revolving Borrower clause (xa) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits above of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required LendersSection 13.12. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated (other than upon payment in full of the Obligations or as expressly provided herein or therein) unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and signed or consented to in writing by the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Revolving Borrower and Collateral may be released from, the Subsidiaries Guaranty and the Security Documents and the Intercreditor Agreements in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), ; provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with Obligations being directly affected in the case of following clause clauses (i) and (iv)), (i) extend the final scheduled maturity of any Term Loan or Note beyond the Maturity DateNote, or reduce the rate or extend the time of payment of scheduled amortization, 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or amend Section 2.09 to permit the Borrower to select Interest Periods for any Term Loans in excess of six months at any time when such longer Interest Periods is not available to all Lenders, (ii) release all or substantially all of the Collateral under the Security Documents or release all or substantially all of the value of the Guaranty provided by the Guarantors (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 14.12(a12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments and the Term Loans and the Revolving Loan Commitments on the Closing Date), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” (it being understood that, pursuant to Section 2.14 or with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on 150 substantially the same basis as the extensions of Commitments and/or Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party Holdings or the Borrower of any of its rights and obligations under this AgreementAgreement and (vi) amend, modify or waive any provision of Sections 10.03 and 12.06 or consent to the subordination of any Secured Obligations to any other Indebtedness; provided provided, further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Term Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 11 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (43) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (4) at any time when there is outstanding more than one Class of Term Loans, (5) except in cases where additional extensions amend, modify or waive any provision of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Datewhich adversely impacts one or more Classes in a manner different than that which applies to one or more other Classes, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent Class of such adversely affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”Term Loans. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) repay all outstanding Term Loans and terminate all Commitments of such Lender in accordance with Section 4.01(b); provided that, unless the Term Loans which are repaid or Commitments which are terminated pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the outstanding Term Loans or Commitments of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), (x) the calculation of Required Lenders shall be determined after giving effect to any such repayment or termination, (y) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto and (z) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and all Term Loans of any such non-consenting Lender (with accrued and unpaid interest and any breakage costs or other amounts owing to such Lender) shall be repaid in full at such time; provided, further, that the Borrower shall not have the right to replace a Lender or repay its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.12(a). (c) Notwithstanding anything to the contrary in this Section 12.12, no Lender consent is required (although the consent of the Administrative Agent shall be required (such consent not 151 to be unreasonably withheld, conditioned or delayed)) to effect any amendment or supplement to the Initial Intercreditor Agreement or any Other Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Pari Passu Refinancing Debt, Permitted Junior Priority Refinancing Debt or any other secured Indebtedness permitted hereunder (or a representative agent or trustee with respect thereto) (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by the Initial Intercreditor Agreement (or the comparable provisions, if any, of any Other Intercreditor Agreement); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable. (d) If Indebtedness is incurred pursuant to Section 9.04 hereof that is secured by a Lien on any Collateral, the Administrative Agent and/or the Collateral Agent is authorized to enter into any Other Intercreditor Agreement or any amendment to the Initial Intercreditor Agreement or any Other Intercreditor Agreement (and the Administrative Agent and the Collateral Agent shall enter into such Other Intercreditor Agreement or amendment to the Initial Intercreditor Agreement or such Other Intercreditor Agreement) if reasonably requested to do so by the Borrower in order to reflect the incurrence of such Indebtedness and the Lien priority intended to be created thereon. (e) Notwithstanding anything to the contrary contained in clause (a) above of this Section 12.12, (x) the Borrower, the Administrative Agent and each Additional Lender may, in accordance with the provisions of Section 2.14, enter into an Incremental Amendment; provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Additional Lender of such Incremental Amendment, such Incremental Amendment may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 12.12 and (y) the Administrative Agent may, without the consent of any Lender, enter into amendments to this Agreement and the Credit Documents to the extent contemplated in Sections 2.16 and 2.17. (f) Notwithstanding anything to the contrary in this Section 12.12, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be amended (or in a form reasonably determined by the Collateral Agent and may be amended and restated) waived with the written consent of the Required LendersCollateral Agent at the request of Holdings or the Borrower without the need to obtain the consent of any other Lenders if such amendment or waiver is delivered in order (i) to reflect local law or advice of local counsel, the Agents (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the Revolving Borrower other Credit Documents. (g) Further, notwithstanding anything to the contrary contained in this Section 12.12, (x) to add one or more additional credit facilities to (i) Security Documents and related documents executed by the Credit Parties in connection with this Agreement may be in a form reasonably determined by the Collateral Agent, (ii) the Other Intercreditor Agreements entered into in connection with this Agreement may be in a form 152 reasonably determined by the Collateral Agent, and to permit (iii) such Security Documents and related documents, the extensions of credit from time to time outstanding thereunder Initial Intercreditor Agreement and the accrued interest Other Intercreditor Agreements may be amended, supplemented and fees waived with the consent of the Collateral Agent, the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered (A) in respect thereof order to share ratably comply with local law or advice of local counsel, (B) in the benefits of order to cause such Security Document or other document to be consistent with this Agreement and the other Credit Documents or (C) in connection with the incurrence of any Indebtedness under Section 9.04(j) or (r), Incremental Term Loans (and Permitted Refinancing Indebtedness in respect thereof), Credit Agreement Refinancing Indebtedness (and Permitted Refinancing Indebtedness in respect thereof), Permitted Pari Passu Refinancing Debt, Permitted Junior Priority Refinancing Debt or Other Term Loans (and the Revolving Loans addition of any collateral as Collateral in connection therewith) and the accrued interest entry by the Administrative Agent and fees the Collateral Agent into intercreditor arrangements (including, without limitation, any amendment, amendment and restatement or supplement to the Initial Intercreditor Agreement pursuant to Section 8.3 of the Initial Intercreditor Agreement, or the corresponding provision in respect thereof any Other Intercreditor Agreement or amendment or modification thereof) in connection therewith (and the Administrative Agent and Collateral Agent agree to enter into such agreements, amendments and modifications if reasonably requested by the Borrower in connection with the transactions described above) and (y) to include appropriately if, following the Lenders holding such credit facilities Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a typographical, technical or immaterial nature, in each case, in any determination provision of any Credit Document, then the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower Administrative Agent and the Agents Borrower shall be permitted to the extent necessary to cure any ambiguity, omission, defect or inconsistency, amend such provision and such amendment shall become effective without any further action by or consent of any other partyparty to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

Amendment or Waiver; etc. (a) Neither Subject to Section 2.21 and Section 2.22, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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, and other than as further set forth below, Subsidiaries of the Revolving Borrower US Company may be released deleted from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than, except with respect to the following clause (i), a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note Note, extend the final expiration date of the Revolving Loan Commitment of any Lender, or extend the stated expiration date of any Letter of Credit beyond the 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment assignment, release or transfer by US Company or any Credit Party other Borrower of any of its their rights and obligations under this Agreement, (vi) amend, change or modify this Agreement or any Security Document in any manner that would change the effect of Section 5.03(d) hereof, Section 8.4 of the US Security Agreement, Section 9 of the US Pledge Agreement, Clause 19 of the UK Debentures, Clause 14 of the UK Share Charges, Section 8.7 of the Canadian Security Agreement, Section 21(15) of the Canadian Share Pledge Agreement or any similar provision of any Security Document, (vii) amend, change or modify the provisions of Section 2.17 or 5.02(a)(i), (ii), (iii), (iv), (v) or (vi); or (viii) subordinate the Liens granted for the benefit of the Secured Creditors in respect of the Collateral under any of the Security Documents (except as set forth in Section 12.10(b)); provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender (including, for the avoidance of doubt, any Defaulting Lender) over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) [Reserved]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 written consent of each 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 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (45) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of Supermajority Lenders, (w) release any Guarantor with assets in the respective Tranche affected therebyUS Borrowing Base, UK Borrowing Base or Canadian Borrowing Base from any obligations arising under the Guarantees, (x) amend the definition of “Majority Lenders” Supermajority Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Majority Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date), (7y) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or amend the definition of “Payment Service Obligations”Aggregate Borrowing Base, US Borrowing Base, UK Borrowing Base or Canadian Borrowing Base (or, in each case, any defined terms as used therein) as such definitions are set forth herein on the Effective Date (or as same may be amended from time to time pursuant to this clause (y)) in any manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Container Fleet Inventory, Eligible Cabin Fleet Inventory, Eligible Container Inventory Held For Sale, Eligible Goods Inventory, Eligible Machinery and Equipment, Eligible Raw Materials Inventory, Eligible Real Property, Eligible Trailer Fleet Inventory and Eligible Work-In-Process Container Inventory, in each case by the Administrative Agent or the Collateral Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates) or (z) increase the percentage of the US Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(i). (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vviii), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment and/or repay all outstanding Revolving Loans of such Lender and/or Cash Collateralize its applicable RL Percentage of the Letter of Credit of Outstandings in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that the Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or amended obligations are affected thereby, each Issuing Lender and restatedthe Swingline Lender) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.04) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. (d) Notwithstanding anything to the contrary contained in this Section 13.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the written consent of the Required Lenders, the Agents Administrative Agent and the Revolving Borrower Borrowers without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (xi) to add one comply with local Law or more additional credit facilities advice of local counsel, (ii) to this Agreement and cure ambiguities, omissions, mistakes or defects or (iii) to permit the extensions of credit from time cause such Security Document or other document to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of be consistent with this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately if following the Lenders holding such credit facilities Effective Date, the Administrative Agent and any Credit Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any determination provision of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with (other than the written consent of Security Documents), then the Revolving Borrower Administrative Agent and the Agents Credit Parties shall be permitted to the extent necessary to cure any ambiguity, omission, defect or inconsistency, amend such provision and such amendment shall become effective without any further action by or consent of any other partyparty to any Credit Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated termi-nated unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective respec-tive 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 Revolving Borrower may be released from, from the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge dis-charge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment pay-ment 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 (it being understood that any amendment or modification to the financial definitions defini-tions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) release all or substantially all of the Subsidiary Guarantors from the Subsidiaries Guaranties (except as expressly provided in the Subsidiaries Guaranty in connection with permitted sales or dispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released), (iv) amend, modify or waive any provision of this Section 14.12(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), (ivv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially sub-stantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge dis-charge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved]without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obli-ga-tions with respect to Letters of Credit, (3) without the written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (4) without with-out the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (5) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially reduce the same treatment afforded to amount of, or extend the Term Loans and Revolving Loans pursuant to this Agreement on date of, any Scheduled Repayment with-out the Closing Date, without the written consent of the Majority Supermajority Lenders of each Tranche which is being allocated a lesser prepaymentholding Term Loans, 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” Supermajority Lenders without the consent of the Supermajority Lenders holding Term Loans (it being understood that under-stood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Majority Supermajority Lenders on substantially substan-tially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination termina-tion of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vvi), inclusiveinclu-sive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent con-sent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, Borrower if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans related outstandings of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 Sec-tion 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding terminate such non-consenting Lender’s Commitments and repay the foregoingoutstanding Loans of such Lender and cash collateralize such Lender’s RL Percentage of all outstanding Letters of Credit (or, this Agreement may be amended if such Lender is being replaced as to a single Tranche only, take such actions with respect to the Tranche for which it is being terminated), all in accor-dance with Sections 3.02(b) and/or 4.01(b), provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or amended and restated) with the written consent increase of the Commitments and/or outstand-ing Loans of existing Lenders (who in each case must specifi-cally consent thereto), then in the case of any action pursuant to preceding clause (B) the Required LendersLenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Agents Borrower shall not have the right to replace a Lender, terminate its Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the Revolving Borrower (xwithholding of any required consent by such Lender) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications pursuant to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents second proviso to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 13.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without -------- the written consent of each Non-Defaulting Lender (with Bank having Obligations being directly affected in the case of following clause thereby (i)other than a Defaulting Bank), (i) extend the final scheduled maturity of any Loan or Note beyond the Maturity DateNote, 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)thereon, or reduce (or forgive) the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a12.07(a) shall not constitute a reduction in the any rate of interest or Fees for the purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 12.07(a) was not to reduce the interest or Fees payable hereunder), (ii) release all or substantially all of the Pledge and Security Agreement Collateral or Subsidiary Guarantors from the Subsidiaries Guaranty (except (in either case) as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 14.12(a) 12.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Banks or Supermajority Bank (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders Banks and the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall ---------------- (1w) increase the Commitments of any Lender Bank over the amount thereof then in effect without the written consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any the Commitment of any Lender Bank shall not constitute an increase of in the Commitment of such LenderBank), (2) [Reserved], (3x) without the written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 11 as same applies to the Administrative Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (4y) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, Agent or (5z) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)Supermajority Banks, (6A) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 provision of Section 8.08, 8.09 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein 8.11 or (9B) without the written consent of the Required Revolving Lenders, amend, amend or modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”Change of Control or waive any Default or Event of Default under Section 9.12. (b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as no Default or Event of Default has occurred and is continuing and all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding the foregoingterminate such non-consenting Bank's Revolving Loan Commitment and repay such non-consenting Bank's outstanding Loans in accordance with Sections 2.02(b) and/or 3.01(b), this Agreement may be amended (or amended and restated) with the written consent of the Required Lendersprovided that, the Agents and unless the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement Loan -------- Commitments are terminated, and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoingrepaid, technical and conforming modifications pursuant to the Credit Documents may be made with preceding clause (B) are immediately replaced in full at such time through the written consent addition of new Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (B) the Required Banks (determined before giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Borrower shall not have ---------------- the right to replace a Bank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Bank's rights (and the Agents withholding of any required consent by such Bank) pursuant to the extent necessary second proviso to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 12.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty Guarantee and the Security Documents Collateral Agreement in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with Obligations being directly affected in the case of following clause (i)), (ii)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or (y) reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment of the Term Loans, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsGuarantee and Collateral Agreement, (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each Agent, amend, modify or waive any provision of Section 13 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any Agent, (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on as in effect on, and after giving effect to, the Closing Effective Date, (x) without the written 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 6.02(h5.01(a) or 5.02 (excluding Section 5.02(b)) (it being understoodalthough, howeversubject to clause (7) below, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), ) or (6y) without the written consent of the Majority Lenders each Lender of the respective each Tranche which is adversely affected therebyby such amendment, amend the definition of “Majority Lenders” Lenders (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall 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 Closing Effective Date), (73) 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 Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) without the written consent of the Majority Lenders with respect to the Revolving Facility, amend, modify or waive (i) any condition precedent set forth in Section 7 with respect to the making of Revolving Loans or the issuance of Letters or Credit (it being understood that a general waiver of an existing Default or Event of Default by the required Lenders or an amendment approved by the required Lenders that has the effect of “curing” an existing Default or Event of Default and permitting the making of Loans or other extension of credit shall constitute a waiver of a condition precedent governed by this clause), (ii) Section 5.01(a) or 5.02 (excluding Section 5.02(b)) to alter the required application of prepayments or repayments (or Commitment reduction) either in a manner (x) adverse to the RL Lenders or (y) that would alter the priority, or reduce the amount, of any payment received by the RL Lenders or (iii) any provision of Section 10.09 (and any defined terms solely used therein) or any other provision to any Credit Document that has been added solely for the benefit of the Revolving Facility (as may be agreed between the Majority Lenders under the Revolving Facility and the Borrower) (and for the avoidance of doubt, it is understood and agreed that the Required Revolving LendersLenders may not, and nor shall the consent of the Required Lenders be needed to, amend, modify or waive any condition precedent set forth in Sections 7 provision of Section 10.09 (or 8 with respect any defined term solely used therein) or any other provision to any Credit Document that has been added solely for the making benefit of the Revolving Loans, Facility (as may be agreed between the Majority Lenders under the Revolving Facility and the Borrower)) or (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected each non-Defaulting RL Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver waive Section 5.05 of the provisions of Section 11.10 Pari Passu Intercreditor Agreement or the definition Pulitzer Pari Passu Intercreditor Agreement (once in effect) to alter the required application of “Payment Service Obligations”prepayments or repayments or application of proceeds in a manner adverse to the RL Lenders. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the BorrowersBorrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the foregoing, this Agreement may be amended (or amended and restated) with the written need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Required LendersLetter of Credit of Outstandings, in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Agents Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the Revolving Borrower (xwithholding of any required consent by such Lender) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications pursuant to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents second proviso to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 13.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with Obligations being other than a Defaulting Lender) directly affected in the case of following clause (i)), and negatively affected, (i) extend the final scheduled maturity of any Loan or Note beyond Note, extend the Maturity Datetiming for or reduce the principal amount of any Scheduled Term Amortization Payment Amounts and/or Scheduled Revolving Commitment Reduction Amounts (or any definition used therein to the extent used therein), or reduce the rate or reduce or extend the time of payment of interest or Fees thereon any fees on any Loan or Note or Commitment Commission (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (icash)), , (ii) release all or substantially all any of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, ), (iii) amend, modify or waive any provision of this Section 14.12(a) (except for technical amendments with respect 11.13 or of any other Section that expressly requires the consent of all the Lenders to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date), do so, (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Initial Borrowing Date) or change any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (viv) consent to the assignment or transfer by the Borrower or any Credit Party Subsidiary Guarantor of any of its respective rights and obligations under this Agreement, (vi) substitute or replace the Parent Guarantor, Borrower or any Subsidiary Guarantor or release any Guarantor from the relevant Guaranty, and (vii) amend, modify or waive Sections 2.06, 11.04 and 11.06, the definition of “Pro Rata Share” or Section 4.05 in a manner that would alter the pro rata treatment thereof; provided provided, further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1A) increase increase, extend or reinstate (following cancellation) the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved], (3B) without the written consent of each Agent, amend, modify or waive any provision of Section 13 10 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any Agent, such Agent or (4C) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agents and the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 (other than the Revolving European Borrower and Aleris Canada) may be released from, the Subsidiaries Guaranty Credit Agreement, the Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (other than a Defaulting Lender) (with ABL Obligations being directly affected in the case of following clause (i)), (i) extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Loan or Note Note, extend the duration of any Interest Period for a Euro Rate Loan or a 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders or Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders and Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce with respect to any payment to be made to a given Tranche, amend or modify the voting threshold specified in the definition provisions of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in a manner that would by its terms alter the determination pro rata sharing of payments required by this Agreement, without the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) prior written consent of each Lender adversely affected thereby or (vi) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved]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 written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 belowSwingline Lender, alter the required application of any prepayments its rights or repayments (or commitment reduction), as between the various Tranches, pursuant obligations with respect to Section 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)Swingline Loans, (6) without the written consent of the Majority Syndication Agent, either Co-Documentation Agent or either Joint Lead Arranger, amend, modify or waive any provision relating to the rights or obligations of the Syndication Agent, either Co-Documentation Agent or either Joint Lead Arranger, as the case may be, (7) without the consent of the Supermajority Lenders of the respective Tranche affected therebyTranche, amend the definition of “Majority U.S. Borrowing Base, Canadian Borrowing Base or European Borrowing Base (or any defined terms as used therein) as such definitions are set forth herein on the Effective Date (or as same may be amended from time to time pursuant to this clause (7)) in a manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent or the Collateral Agent, (8) without the consent of the Supermajority Lenders” , increase the percentage of the Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(f) or (it being understood that 9) without the consent of the Supermajority Lenders of the affected Tranche, amend, modify or waive any provision of this Agreement in a manner which would have a disproportionate effect on such Tranche (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement shall be included in which afford the determination protections to such additional extensions of credit of the Majority Lenders on substantially type provided to the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date). Notwithstanding the foregoing, (7) without Schedules XVII, XVIII and XIX may be amended by the written consent of Administrative Agent and the Required Revolving Lenders, amend, modify or waive any condition precedent set forth Collateral Agent in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”their Permitted Discretion. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Aleris shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) subject to compliance with Sections 2.17 and 2.19, replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if Aleris the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan respective Tranche of Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding terminate each Tranche of such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of such Tranche of its Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the foregoing, this Agreement may be amended (or amended and restated) with the written need to obtain such Lender’s consent and/or cash collateralize its applicable L/C Participation Percentage of the Letter of Credit Outstandings, in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Commitments that are terminated and Loans that are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required LendersLenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event Aleris shall not have the Agents right to replace a Lender, terminate its Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the Revolving Borrower (xwithholding of any required consent by such Lender) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications pursuant to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents second proviso to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 13.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause (i) or clause (ix)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of (x) the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsDocuments or (y) the Guarantors under the Guaranties, (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the "majority" voting threshold specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party Holdings or the Borrower of any of its rights and obligations under this Agreement, (vi) increase the advance rates applicable to the Borrowing Base over those in effect on the Initial Borrowing Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vii) increase the percentage of the Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(e), (viii) increase the Total Commitment (other than as contemplated by Section 2.14) or (ix) or increase the Revolving Loan Commitment of any Lender; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each AgentIssuing Lender, amend, modify or waive any provision of Section 13 1 or any other provision of this Agreement or any other Credit Document as same relates to the alter its rights or obligations of any Agent, (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making Letters of Revolving LoansCredit, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (92) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a), the consent of the Required Lenders is obtained but Swingline Lender, alter the consent of one Swingline Lender's rights or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required obligations with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agents and the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.Swingline Loans,

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Administrative Borrower may be released from, from the Subsidiaries Guaranty and the relevant Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than, except with respect to following clause (i), a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clauses (i)(y) and (v) or whose Obligations are being extended in the case of following clause (ii)(x)), (ii)(x) extend the final scheduled maturity of any Bridge Loan or Note beyond the Maturity DateNote, (y) 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of (x) the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsDocuments or (y) the guarantees under the Guaranty, (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Bridge Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), or (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party the Borrowers of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each Administrative Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any Agent, the then Administrative Agent or (42) without the written consent of the then Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) IfNotwithstanding anything to the contrary contained in this Section 13.12, (x) the First Lien Intercreditor Agreement, the Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated may be in a form reasonably determined by clauses (i) through (v)the Administrative Agent and may be amended, inclusive, of the first proviso to Section 14.12(a), supplemented and waived with the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Administrative Agent and the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to without the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lendersany other Person if such amendment, the Agents and the Revolving Borrower supplement or waiver is delivered in order (xi) to add one comply with local Law or more additional credit facilities advice of local counsel, (ii) to this Agreement and cure ambiguities, omissions, mistakes or defects or (iii) to permit the extensions of credit from time cause such Security Document or other document to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of be consistent with this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately if following the Lenders holding such credit facilities Effective Date, the Administrative Agent and any Credit Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any determination provision of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with (other than the written consent of Security Documents), then the Revolving Borrower Administrative Agent and the Agents Credit Parties shall be permitted to the extent necessary to cure any ambiguity, omission, defect or inconsistency, amend such provision and such amendment shall become effective without any further action by or consent of any other partyparty to any Credit Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated (other than in accordance with the last paragraph of Section 2.10(ab) or Section 2.19) unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (or by the Administrative Agent at the written direction of the Required Lenders) (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Revolving Borrower Company (other than the Borrowers) may be released from, the Subsidiaries relevant Guaranty and the relevant Security Documents in accordance with the provisions hereof and thereof (without the written consent of the other Credit Parties party thereto or the Required Lenders)), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than, except with respect to the following clause (i), a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause clauses (i), (iii), (iv) and (vii)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Final Maturity DateDate (unless otherwise cash collateralized in accordance with the terms hereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or Agreement, to the last paragraph of pursuant to Section 14.07(a2.10(ab), Section 13.07(a) or as contemplated in clause (6) of the second proviso of this Section 13.1213.13 (a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) under or release all or substantially all of the Security value of the Guaranty made by the Guarantors (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 14.12(a13.1213.13 (a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date), Section 13.0613.07 or any provision of Section 2.09 that expressly requires the consent of all Lenders, (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce increase the voting threshold specified advance rates applicable to any Borrowing Base over those in effect on the definition of “Required Revolving Lenders” Effective Date (it being understood thatthat the establishment, additional extensions modification or elimination of credit pursuant to this Agreement shall Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Administrative Agent in accordance with the terms hereof, will not be included deemed such an increase in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or advance rates), (vi) consent to the release, assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement, or (vii) amend, modify or waive the order of application of payments set forth in Section 5.03(de), Section 5.03(f), Section 5.03(eg), Section 5.4 of the U.S. Security Agreement, Section 5.4 of the Dutch General Security Agreement, Section 5.3 of the Dutch Inventory Security Agreement or Section 6.3 of the Dutch Receivables Security Agreement or Section 17.1 of the UK Security Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect or extend the scheduled maturity date of the Revolving Loan Commitment of any Lender then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) [Reserved]without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter such Issuing Lenders’ rights or obligations with respect to Letters of Credit issued by such Issuing Lender, (3) without the written consent of each 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 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (45) without the written consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected therebySupermajority Lenders, (x) amend the definition of “Majority Lenders” Supermajority Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Majority Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (7y) without the written consent amend or expand any of the Required Revolving Lendersfollowing definitions, amendin each case the effect of which would be to increase the amounts available for borrowing hereunder: any Borrowing Base, modify Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory (including, in each case, the defined terms used therein) (it being understood that the establishment, modification or waive any condition precedent set forth elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory, in Sections 7 or 8 each case by the Administrative Agent in accordance with respect the terms hereof, will not be deemed to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any require a Supermajority Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”consent). (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vvii), inclusive, of the first proviso to Section 14.12(a13.1213.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment and/or repay all outstanding Revolving Loans of such Lender and/or cash collateralize its applicable RL Percentage of the Letter of Credit Outstandings in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of one or more Replacement Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of one or more existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that no Borrower shall have any right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.1213.13(a). (c) Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Company, the other Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Issuing Lender and the Swingline Lender) if (i) by the terms of such agreement the Revolving Loan Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.0413.05) in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. (d) Notwithstanding anything to the contrary contained in this Section 13.1213.13, (x) Security Documents and related documents executed by the Credit Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, restated, amended and restated) , supplemented and waived with the written consent of the Required Lenders, the Agents Administrative Agent and the Revolving Borrower Company without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered (xi) in order to add one comply with local law or more additional credit facilities advice of local counsel, (ii) in order to this Agreement and cause such Security Document or other document to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of be consistent with this Agreement and the other Credit Documents or (iii) in connection with the Term Loans incurrence of any Permitted Additional Secured Indebtedness or any Cash Flow Revolving Indebtedness (and, in each case, the addition of Permitted Additional Secured Indebtedness Priority Collateral as Collateral) and the Revolving Loans and entry by the accrued interest and fees Collateral Agent into intercreditor arrangements in respect thereof connection therewith and (y) to include appropriately if following the Lenders holding such credit facilities Effective Date, the Administrative Agent and any Credit Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any determination provision of the Credit Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents if the same is not objected to in writing by the Required Lenders. (d) [Reserved]Lenders within five Business Days following receipt of notice thereof. (e) Notwithstanding the foregoing, technical and conforming modifications any provision herein to the contrary, this Agreement and the other Credit Documents may be made amended in accordance with Section 2.19 to effectuate an Extension and to provide for non-pro rata borrowings and payments of any amounts hereunder as between the Loans and any commitments in connection therewith, in each case with the written consent of the Revolving Borrower and Administrative Agent but without the Agents to the extent necessary to cure consent of any ambiguity, omission, defect or inconsistency, without any further action by any other partyLender (except as expressly provided in Section 2.19) required.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than, except with respect to following clause (i), a Defaulting Lender Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note 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 (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a)1.03(a) or that otherwise avoids the imposition of any default rate of interest shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(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 Term Loans and the Revolving Loan Commitments on the Closing Restatement Effective Date), (iviii) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Restatement Effective Date) or (viiv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement (it being understood and agreed that any reduction to the Commitment of any Lender that is also party to any Incremental Revolving Loan Commitment Agreement shall not require the consent of such Lender by operation of this clause (1) to the extent such reduction is otherwise permitted under this Agreement), (2) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each Agentthe respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 13 23 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.012.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.132.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Commitment in accordance with Sections 3.024.02(b) and/or 4.015.01(b), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding anything to the foregoingcontrary contained in clauses (a) and (b) above of this Section 13.12, this Agreement may be amended (or amended the Borrower, the Administrative Agent and restated) each Incremental RL Lender may, in accordance with the written consent provisions of Sections 1.142.14, enter into an Incremental Revolving Loan Commitment Agreement, provided that after the Required Lendersexecution, delivery and effectiveness of such Incremental Revolving Loan Commitment Agreement, the Agents Incremental RL Lender party thereto, and the any Incremental Revolving Borrower (x) to add one or more additional credit facilities to this Agreement Loan Commitment created pursuant thereto, shall be treated for all purposes hereunder as a Lender and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding as such credit facilities in any determination of the Required LendersLender’s Commitment, respectively. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications anything to the contrary herein any Credit Documents Document may be made with waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the written consent of the Revolving Borrower and the Agents Administrative Agent (without the consent of any Lender) solely to cure a defect, ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, (provided that prompt notice following any such amendment, waiver, supplement or modification shall be given to the extent necessary to cure any ambiguityLenders by the Borrower and the Administrative Agent) and such amendment, omissionwaiver, defect supplement or inconsistency, modification shall become effective without any further action by or consent of any other partyparty to any Credit Document if the same is not objected to in writing by the Required Lenders within ten (10) Business Days following receipt of notice thereof.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), ; provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with Obligations being directly affected in the case of following clause (i), clause (ix) or clause (x), ) (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of (x) the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsDocuments or (y) the Subsidiary Guarantors under the Subsidiaries Guaranties, (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Amendment No. 4 Effective Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement, (vi) increase the advance rates applicable to the Borrowing Base over those in effect on the Initial Borrowing Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (vii) increase the percentage of the Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(e), (viii) increase the Total Commitment (other than as contemplated by Section 2.14), (ix) or increase the Revolving Loan Commitment of any Lender, (x) change any provision of any Credit Document with respect to the order of payment of the Obligations following an Event of Default, including, without limitation, Section 7.4 of the Security Agreement or (xi) subordinate all or substantially all of the ABL Priority Collateral to any other Indebtedness; provided further, that no such change, waiver, discharge or termination shall, without the consent of the Supermajority Lenders, (x) amend the definition of Supermajority Lenders, (x) amend the definition of Borrowing Availability or (y) amend any of the following definitions, in connection each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts, Eligible Inventory (including, in each case, the defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Administrative Agents in accordance with the following the Required Lenders’ consent shall terms hereof, will not be required but deemed to require a Supermajority Lender consent); provided further, that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any 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) [Reserved]without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (3) without the written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, or (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent; provided, (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 on the Closing Datefurther, without the written that no 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 Defaulting Lender to Section 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment amendment or commitment reduction, so long as the application, as amongst the various Tranches, waiver shall be required except for any amendment or waiver of any such prepayment, repayment or commitment reduction which is still required to be made is not altereda type described in clause (i), (6ix) without or (x) above that directly and adversely affects the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Obligations or Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent Loan Commitment of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the BorrowersBorrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) the foregoing, this Agreement may be amended (or amended and restated) with outstanding Loans of such Lender which gave rise to the written need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Required LendersLetter of Credit of Outstandings, the Agents and in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Revolving Borrower Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (xB) to add one are immediately replaced in full at such time through the addition of new Lenders or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the Agents withholding of any required consent by such Lender) pursuant to the extent necessary second proviso to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 13.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated (other than upon payment in full of the Obligations or as expressly provided herein or therein) unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and signed or consented to in writing by the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Revolving Borrower and Collateral may be released from, the Subsidiaries Guaranty and the Security Documents and the Intercreditor Agreements in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders); provided, provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with Obligations being directly affected in the case of following clause clauses (i) and (iv)), (i) extend the final scheduled maturity of any Term Loan or Note beyond the Maturity DateNote, or reduce the rate or extend the time of payment of scheduled amortization, 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or amend Section 2.09 to permit the Borrower to select Interest Periods for any Term Loans in excess of six (6) months at any time when such longer Interest Periods is not available to all Lenders, (ii) release all or substantially all of the Collateral under the Security Documents or release all or substantially all of the value of the Guaranty provided by the Guarantors (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 14.12(a12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments and the Term Loans and the Revolving Loan Commitments on the Closing Date), (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” (it being understood that, pursuant to Section 2.15 or with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments and/or Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party Holdings or the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision of Sections 10.03 and 12.06 or consent to the subordination of any Secured Obligations to any other Indebtedness or contractually subordinate the Obligations hereunder, or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien on all, substantially all or a substantial portion of the Collateral, as the case may be, except Indebtedness that is expressly permitted by this Agreement as in effect as of the Closing Date to be senior to the Obligations and/or be secured by a Lien that is senior to the Lien securing the Obligations and (vii) change or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), Liens, proceeds of Collateral or reductions in Commitments (including as a result in whole or in part of allowing the issuance or incurrence, pursuant to this Agreement or otherwise, of new loans or other Indebtedness having any priority over any of the Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), in each case, except in connection with a “debtor in possession” financing; provided provided, further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Term Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each (x) the Administrative Agent, amend, modify or waive any provision of Section 13 11 or any other provision of this Agreement or any other Credit Document as same relates to to, or affects, the rights or obligations of the Administrative Agent or (y) the Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision of this Agreement or any other Credit Document as same relates to, or affects, the rights or obligations of the Collateral Agent, (43) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (4) at any time when there is outstanding more than one Class of Term Loans, (5) except in cases where additional extensions amend, modify or waive any provision of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Datewhich adversely impacts one or more Classes in a manner different than that which applies to one or more other Classes, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent Class of such adversely affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) Term Loans. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 2.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) repay all outstanding Term Loans and terminate all Commitments of such Lender in accordance with Section 4.01(b); provided, that, unless the Term Loans which are repaid or Commitments which are terminated pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the outstanding Term Loans or Commitments of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), (x) the calculation of Required Lenders shall be determined after giving effect to any such repayment or termination, (y) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto and (z) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and all Term Loans of any such non-consenting Lender (with accrued and unpaid interest and any breakage costs or other amounts owing to such Lender) shall be repaid in full at such time; provided, further, that the Borrower shall not have the right to replace a Lender or repay its Term Loans solely as a result of the exercise of such Xxxxxx’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.12(a). (b) Notwithstanding anything to the contrary in this Section 12.12, no Lender consent is required (although the consent of the Administrative Agent shall be required (such consent not to be unreasonably withheld, conditioned or delayed)) to effect any amendment or supplement to the Initial Intercreditor Agreement or any Other Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Pari Passu Refinancing Debt, Permitted Junior Priority Refinancing Debt or any other secured Indebtedness permitted hereunder (or a representative agent or trustee with respect thereto) (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent (in consultation with the Required Lenders), are required to effectuate the foregoing; provided, that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by the Initial Intercreditor Agreement (or the comparable provisions, if any, of any Other Intercreditor Agreement); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable. (c) If Indebtedness is incurred pursuant to Section 9.04 hereof that is secured by a Lien on any Collateral, the Administrative Agent and/or the Collateral Agent is authorized to enter into any Other Intercreditor Agreement or any amendment to the Initial Intercreditor Agreement or any Other Intercreditor Agreement (and the Administrative Agent and the Collateral Agent shall enter into such Other Intercreditor Agreement or amendment to the Initial Intercreditor Agreement or such Other Intercreditor Agreement) if reasonably requested to do so by the Borrower in order to reflect the incurrence of such Indebtedness and the Lien priority intended by the express terms hereof to be created therefor. (d) Notwithstanding anything to the foregoingcontrary contained in clause (a) above of this Section 12.12, (x) the Borrower, the Administrative Agent (in consultation with the Required Lenders) and each Additional Lender may, in accordance with the provisions of Section 2.15, enter into an Incremental Amendment; provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Additional Lender of such Incremental Amendment, such Incremental Amendment may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 12.12 and (y) the Administrative Agent (in consultation with the Required Lenders), may, without the consent of any Lender, enter into amendments to this Agreement and the Credit Documents to the extent contemplated in Sections 2.17 and 2.18. (e) Notwithstanding anything to the contrary in this Section 12.12, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be amended (or in a form reasonably determined by the Collateral Agent and the Required Lenders and may be amended and restated) waived with the written consent of the Collateral Agent and the Required Lenders at the request of Holdings or the Borrower without the need to obtain the consent of any other Lenders if such amendment or waiver is delivered in order (i) to reflect local law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Credit Documents. (f) Further, notwithstanding anything to the contrary contained in this Section 12.12, (x) (i) Security Documents and related documents executed by the Credit Parties in connection with this Agreement may be in a form reasonably determined by the Collateral Agent (in consultation with the Required Lenders), (ii) the Other Intercreditor Agreements entered into in connection with this Agreement may be in a form reasonably determined by the Collateral Agent (in consultation with the Required Lenders) and (iii) such Security Documents and related documents, the Initial Intercreditor Agreement and the Other Intercreditor Agreements may be amended, supplemented and waived with the consent of the Required Lenders, the Agents Collateral Agent, the Administrative Agent and the Revolving Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered (xA) in order to add one comply with local law or more additional credit facilities advice of local counsel, (B) in order to this Agreement and cause such Security Document or other document to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of be consistent with this Agreement and the other Credit Documents or (C) in connection with the incurrence of any Indebtedness under Section 9.04(j) or (r), Incremental Term Loans (and Permitted Refinancing Indebtedness in respect thereof), Credit Agreement Refinancing Indebtedness (and Permitted Refinancing Indebtedness in respect thereof), Permitted Pari Passu Refinancing Debt, Permitted Junior Priority Refinancing Debt or Other Term Loans (and the Revolving Loans addition of any collateral as Collateral in connection therewith) and the accrued interest entry by the Administrative Agent and fees the Collateral Agent into intercreditor arrangements (including, without limitation, any amendment, amendment and restatement or supplement to the Initial Intercreditor Agreement pursuant to Section 8.3 of the Initial Intercreditor Agreement, or the corresponding provision in respect thereof any Other Intercreditor Agreement or amendment or modification thereof) in connection therewith (and the Administrative Agent and Collateral Agent agree to enter into such agreements, amendments and modifications if reasonably requested by the Borrower in connection with the transactions described above) and (y) to include appropriately if, following the Lenders holding such credit facilities Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a typographical, technical or immaterial nature, in each case, in any determination provision of any Credit Document, then the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower Administrative Agent and the Agents Borrower shall be permitted to the extent necessary to cure any ambiguity, omission, defect or inconsistency, amend such provision and such amendment shall become effective without any further action by or consent of any other partyparty to any Credit Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated (other than in accordance with Section 2.16) unless such amendment, modification, 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 annexed) may be modified to reflect such additions), and Restricted Subsidiaries of the Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof (without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than, except with respect to the following clause (i), a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) under or release all or substantially all of the Security value of the Guaranty made by the Guarantors (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date)) or Section 13.06, (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the release, assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive the application of payments set forth in Sections 5.02(d), 5.03(d) or 13.06 hereof, Section 7.4 of the Security Agreement or Section 9 of the Pledge Agreement or (vii) subordinate the Liens granted for the benefit of the Lenders in respect to the Collateral under any of the Security Documents except to the extent provided in the Intercreditor Agreement; provided provided, further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) [Reserved]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 written consent of each 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 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (45) without the written consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders Collateral Monitors, amend, modify or waive any provision of the respective Tranche affected therebyAgreement or any other Credit Documents relating to the rights or obligations of the Collateral Monitors or (7) without the consent of the Supermajority Lenders, (x) amend the definition of “Majority Lenders” Supermajority Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Majority Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date), or (7y) without the written consent amend or expand any of the Required Revolving Lendersfollowing definitions, amendin each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, modify Eligible Accounts and Eligible Inventory (including, in each case, the defined terms used therein) (it being understood that the establishment, modification or waive any condition precedent set forth elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in Sections 7 or 8 each case by the Collateral Monitors in accordance with respect the terms hereof, will not be deemed to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any require a Supermajority Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”consent). (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vvii), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment and/or repay all outstanding Revolving Loans of such Lender and/or cash collateralize its applicable RL Percentage of the Letter of Credit Outstandings in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding the foregoing, (x) any provision of this Agreement may be amended by an agreement in writing entered into by Holdings, the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Collateral Monitor, each Issuing Lender and the Swingline Lender) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.04) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agents Administrative Agent and the Revolving Borrower (xa) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (yb) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications anything to the Credit contrary contained in this Section 13.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries in connection with this Agreement may be made in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the written consent of the Revolving Borrower Administrative Agent and the Agents Borrower without the need to obtain the extent necessary consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to cure comply with local law or advice of local counsel or (ii) to cause such Security Document or other document to be consistent with this Agreement and the other Credit Documents and (y) if following the Effective Date, the Administrative Agent and any Credit Party shall have jointly identified an ambiguity, omission, defect or inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action by or consent of any other partyparty to any Credit Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such amendment, change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause subsections (ia) and (h)), ): (ia) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity infoUSA Amended and Restated Credit Agreement 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) 13.7 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause Subsection (ia)), , (iib) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, Documents or release all or substantially all of the Subsidiary Guarantors, (iiic) amend, modify or waive any provision of this Section 14.12(a) 13.11 (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 Second Closing Date), , (ivd) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Second Closing Date), , (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vie) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement, (f) amend Section 2.9 so as to permit Interest Periods that are greater than six months, (g) amend Section 13.4(b), or (h) amend, modify or waive any Term Facility A Scheduled Repayment or Term Facility B Scheduled Repayment; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall shall: (1i) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (j) affect the rights or duties of the Administrative Agent, (2) [Reserved]the Collateral Agent, (3) the Issuing Lender or the Swingline Lender hereunder or under any other infoUSA Amended and Restated Credit Agreement Credit Document, without the prior written consent of each the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be, (k) (i) amend, change, modify or waive any provision Section 5.2 or (ii) have the effect (either immediately) or at some later time) of Section 13 or any other provision of this Agreement or any other Credit Document as same relates enabling the Borrower to satisfy a condition precedent to the rights making of a Revolving Loan or obligations Swingline Loan or the issuance of any Agenta Letter of Credit, (4) without unless such amendment, modification or waiver shall have been consented to by the written consent holders of more than 50% of the Collateral Agentaggregate principal amount of the Revolving Loan Commitments, (l) amend, amendchange, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 5.5, or adversely affect the definition rights of “Payment Service Obligations”. (b) IfLenders participating in any Tranche different from those of the Lenders participating in other Tranches, unless, in connection with any proposed changesuch case, waiversuch amendment, discharge modification or termination waiver shall have been consented to by the holders of or to any (in Dollars) more than 50% of the provisions aggregate amount of this Agreement as contemplated Loans outstanding under the Tranche or Tranches affected by clauses (i) through (v)such modification, inclusive, of the first proviso to Section 14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders (or, at in the option case of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only a modification affecting the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacementCommitments, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agents and the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination more than 50% of the Required Lendersaggregate principal amount of Revolving Loan Commitments (it being agreed and understood that modifications which affect all Lenders ratably shall not be considered hereunder as affecting Lenders of any Tranche differently). (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents (in connection with permitted sales or dispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released) in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly adversely affected in the case of following clause (i)), (i) extend extend, waive or postpone the final scheduled maturity of any Loan or Note or extend, waive or postpone the stated expiration date of any Letter of Credit beyond the RF Maturity Date, or reduce the rate or extend extend, waive or postpone 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral under the Security Documents (except as expressly provided in the Credit DocumentsDocuments (x) under in connection with the termination of commitments hereunder and repayment in full of all amounts owing pursuant hereto and (y) with respect to permitted sales or dispositions of property), or release all or substantially all of the Security DocumentsGuarantors from the Guaranties (except (x) in connection with the termination of commitments hereunder and repayment in full of all amounts owing pursuant hereto and (y) in the case of Subsidiary Guarantors as expressly provided in the Subsidiaries Guaranty in connection with permitted sales or dispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released), (iii) amend, modify or waive any provision of this Section 14.12(a) 12.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Restatement Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Restatement Effective Date), (v) reduce consent to the voting threshold specified assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement (it being understood that Holdings may be released from the Holdings Guaranty and the Security Documents to which it is a party (x) so long as the consent of the Required Lenders is obtained, in connection with the definition consummation of “Required Revolving Lenders” a Qualified Public Offering or (y) after the establishment of Intermediate Holdco, provided that Intermediate Holdco has taken all action required by Section 7.10) or (vi) amend, modify or waive any provisions of Section 12.06(a) providing for payments to be made ratably by the Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Datedetermining any ratable share pursuant to Section 12.06(a) or (vi) consent and adjustments to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreementsuch Section may be made consistent therewith); provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved]without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of each the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the respective Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (45) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (56) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially reduce the same treatment afforded to amount of, or extend the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Datedate of, any Scheduled Repayment without the written consent of the Majority Lenders holding Term Loans, or amend the definition 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 6.02(h) (it being understood, however, that the Required Majority 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), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” holding Term Loans (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Commitments are included on the Closing Restatement Effective Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect . Notwithstanding anything to the making of Revolving Loanscontrary contained above, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or 12.17 hereof may be modified (and may only be modified) in accordance with the definition express requirements of “Payment Service Obligations”Section 12.17(b) as originally in effect on the Restatement Effective Date. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Commitments and/or repay each Facility of outstanding Loans of such Lender in accordance with Sections 3.02(b) and/or 4.01(b), provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of Existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.12(a). (c) Notwithstanding In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required LendersAdministrative Agent, Holdings, the Agents Borrower and the Revolving Borrower Lenders providing the relevant Replacement Term Loans (xas defined below) to add one or more additional credit facilities to this Agreement and to permit the extensions refinancing of credit from time to time all outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans (“Refinanced Term Loans”) with a replacement “B” term loan tranche hereunder which shall be Loans hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoingall other terms applicable to such Replacement Term Loans shall be substantially identical to, technical and conforming modifications or less favorable, taken as a whole, to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to cure provide for covenants and other terms applicable to any ambiguity, omission, defect or inconsistency, without any further action by any other partyperiod after the Term Loan Maturity Date.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving U.S. Borrower may be released from, the any Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateDate or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce (or forgive) the principal amount thereof (except to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(a) 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement, or (vi) release the Holdings Guaranty or the U.S. Borrower's Guaranty; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) amend, modify or waive any condition precedent set forth in Section 7 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (2) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each AgentIssuing Lender affected thereby, amend, modify or waive any provision of Section 13 3 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (46) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (57) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Dateas originally in effect, without the written consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Sections 5.01 or 5.02 (excluding Section 6.02(h5.02(b)) (it being understood, however, that 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), (6) 8) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall 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 Closing Effective Date), (79) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to Section 2.14 (as originally in effect) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the written consent of the Required Revolving LendersMajority Lenders of each Tranche adversely affected thereby, amend, modify or waive any condition precedent set forth in Sections 7 provisions of Section 2.14 or 8 with respect to (10) without the making consent of Revolving Loansthe Supermajority Lenders of the respective Tranche, (8) reduce the amount of, 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 any Lender a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the written consent otherwise required by this clause (10)), or amend the definition of such affected LenderSupermajority Lenders (it being understood that, other than as otherwise expressly provided herein or (9) without with the written consent of the Required Revolving Lenders, amendadditional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), modify the Administrative Agent and/or the Collateral Agent shall be permitted to enter into such amendments and/or modifications to the Foreign Security Documents which may be required in the discretion of 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 waiver necessary or, in the provisions reasonable opinion of Section 11.10 or the definition of “Payment Service Obligations”Collateral Agent, advisable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vvi), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Holdings shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, Holdings if the respective Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments (and related Obligations) and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate each Tranche of Revolving Loan Commitment of such non-consenting Lender (if such Lender's consent is required as a result of such Tranche of its Revolving Loan Commitment), and/or repay outstanding Obligations under each Tranche of such Lender which gave rise to the need to obtain such Lender's consent, in accordance with Sections 4.02(b) and/or 5.01(vii), provided that, unless the Commitments which are terminated and Loans and other Obligations which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined both (x) after giving effect to the proposed action and (y) as if the Commitments, Loans and related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided further, that Holdings shall not have the right to replace a Lender, terminate its Commitment or repay its Loans or other Obligations solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding anything to the foregoingcontrary contained in clause (a) above of this Section 13.12, this the respective Borrower, the Administrative Agent and each Incremental Term Loan Lender may, in accordance with the provisions of Section 2.15, enter into an Incremental Term Loan Commitment Agreement, provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Incremental Term Loan Lender of such Incremental Term Loan Commitment Agreement, such Incremental Term Loan Commitment Agreement may thereafter only be amended (or amended and restated) modified in accordance with the written consent requirements of the Required Lenders, the Agents and the Revolving Borrower clause (xa) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits above of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required LendersSection 13.12. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with Obligations being directly affected in the case of following clause thereby (i)other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan or Note 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)thereon, or reduce (or forgive) the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)) so long as the principal purpose of such amendment or modification was not to reduce the rate of interest or Fees), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents), (iii) amend, modify or waive any provision of this Section 14.12(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), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan 106 Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (viv) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1v) increase the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) [Reserved], (3w) without the written consent of each any Issuing Lender, 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 the Swingline Lender's rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, or (4z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender's Revolving Loan Commitment and/or repay the outstanding Revolving Loans of such Lender and cash collateralize its applicable Percentage of the Letter of Credit Outstandings in accordance with Sections 3.02(b) and 4.01(b), provided that, unless the Revolving Loan Commitment that is terminated, and Revolving Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding anything to the foregoingcontrary contained above in this Section 13.12, this Agreement the Administrative Agent and the Collateral Agent may be amended (i) enter into amendments to the Subsidiaries Guaranties and the Security Documents for the purpose of adding additional Subsidiaries of the US Borrower or amended other Credit Parties as parties thereto and restated(ii) with enter into security documents and guaranty agreements to satisfy the written requirements of Sections 8.11, 8.12, 8.14 and 8.15, in each case without the consent of the Required Lenders, the Agents and the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (with Obligations being other than a Defaulting Lender) directly affected in the case of following clause (i)), and negatively affected, (i) extend the final scheduled maturity of any Loan or Note beyond Note, extend the Maturity Datetiming for or reduce the principal amount of any Scheduled Amortization Payment Amount (or any definition used therein to the extent used therein), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Fees thereon Note or Commitment Commission (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (icash)), , (ii) release all or substantially all any of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, ), (iii) amend, modify or waive any provision of this Section 14.12(a) (except for technical amendments with respect 11.13 or of any other Section that expressly requires the consent of all the Lenders to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date), do so, (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Borrowing Date), , (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by the Borrower or any Credit Party Subsidiary Guarantor of any of its respective rights and obligations under this Agreement, (vi) substitute or replace the Parent Guarantor, Borrower or any Subsidiary Guarantor or release any Guarantor from the relevant Guaranty, and (vii) amend, modify or waive Sections 2.06, 11.04 and 11.06; provided provided, further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1A) increase or extend the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved], (3B) without the written consent of each Agent, amend, modify or waive any provision of Section 13 10 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any Agent, such Agent or (4C) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vvii), inclusive, of the first proviso to Section 14.12(a11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrowers Borrower shall have the right, so long as all nonNon-consenting Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such nonNon-consenting Consenting Lender or Lenders (or, at the option of the Borrowers, Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments)) of such Non-Consenting Lender, to replace only the Revolving Loan respective Commitments and/or Loans of the respective nonNon-consenting Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a). (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required LendersThe Administrative Agent, the Agents Parent Guarantor and the Revolving Borrower (x) may amend any Credit Document to add one correct administrative errors or more additional credit facilities omissions, or to this Agreement and effect administrative changes that are not adverse to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Lender. Notwithstanding the foregoing, technical and conforming modifications anything to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguitycontrary contained herein, omission, defect or inconsistency, such amendment shall become effective without any further action by consent of any other partyparty to such Credit Document.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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)Lenders, and Subsidiaries of the Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security DocumentsDocuments or (y) all or substantially all of the Guarantors from the Subsidiaries Guaranty, (iii) amend, modify or waive any provision of this Section 14.12(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), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce amend or modify Section 13.06 in a manner that would alter the voting threshold specified in the definition pro rata sharing of “Required Revolving Lenders” (it being understood thatpayments required thereby, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement; provided further, that Agreement or any other Credit Document (except in connection accordance with the following the Required Lenders’ consent shall not be required but terms hereof) PROVIDED FURTHER, that no such amendment, modification, change, waiver, discharge or termination shall (1t) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any 162 Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved], (3u) without the written consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the respective Agent, amend, modify or waive any provision of Section 13 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (4x) without the written consent of the Supermajority Lenders of a relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (x)), (y) 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 Effective Date) and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vvi), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, on and after the Term Loan Commitment Termination Date, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, Borrower if the respective Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender's Revolving Loan Commitment (if such Lender's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender's consent and/or cash collateralize its applicable Adjusted RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 3.02(b) and/or 4.01(b), PROVIDED that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, PROVIDED FURTHER, that the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding anything to the foregoing, contrary contained in this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agents and the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the any other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoingDocument, technical and conforming modifications to the Credit Documents may no Security Document shall be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguityamended, omission, defect modified or inconsistency, without any further action by any other party.163

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, ) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected modified in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateDate (it being understood and agreed that any proviso to the definition of any Maturity Date may be modified with the consent of the Supermajority Lenders of the respective Tranche so long as the effect thereof is not to extend the respective Maturity Date beyond the date set forth in the respective definition (before giving effect to the proviso thereto)), 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(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 B Term Loans, C Term Loans and and/or the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce modify the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of B Term Loans, C Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided , provided, further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each AgentIssuing Lender, amend, modify or waive any provision of Section 13 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 thereby, amend, modify or waive any provision of Section 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (45) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (56) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Dateas originally in effect, without the written 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 6.02(h4.01 or 4.02 (excluding Section 4.02(b)) (it being understood, however, that 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), (67) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall 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 Closing Effective Date), ) or (7) 8) without the written consent of the Required Revolving LendersSupermajority Lenders of the respective Tranche, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, of or extend the date of, any Scheduled B Repayment, Scheduled C Repayment or Scheduled Incremental TL Repayment (except that, if additional Loans are made pursuant to any Lender a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the written consent otherwise required by this clause (8)), modify any proviso to the definition of the respective Maturity Date applicable to such affected LenderTranche, other than as otherwise expressly provided herein or amend the definition of Supermajority Lenders (9) without it being understood that, with the written consent of the Required Revolving Lenders, amendadditional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above, modify if the Maturity Date applicable to the B Term Loans or waiver any Revolving Loan Commitments occurs prior to the provisions of Section 11.10 or date set forth in the respective definition of “Payment Service Obligations”Maturity Date applicable thereto by reason of the operation of the proviso to such definition, then no changes, waivers, discharges or terminations to this Agreement or any other Credit Document shall be effective after the occurrence of the respective such Maturity Date unless same has been consented to by those Lenders who would constitute the Required Lenders after the occurrence of the respective such Maturity Date (and after giving effect to the repayment of all Obligations required to be paid on such date). (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Commitments and/or repay each Tranche of outstanding Loans of such Lender in accordance with Sections 3.02(b) and/or 4.01(b), provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding anything to the foregoingcontrary contained in clause (a) above of this Section 13.12, this Agreement the respective Borrower, the Administrative Agent and each Incremental Term Loan Lender or Incremental RL Lender, as the case may be amended (or amended and restated) be, may, in accordance with the written consent provisions of Sections 1.15 and 1.16, enter into an Incremental Term Loan Commitment Agreement or Incremental RL Commitment Agreement, as the Required Lenderscase may be, provided that after the execution and delivery by the respective Borrower, the Agents Administrative Agent and each such Incremental Term Loan Lender or Incremental RL Lender, as the Revolving Borrower case may be, of such Incremental Term Loan Commitment Agreement or Incremental RL Commitment Agreement, as the case may be, such Incremental Term Loan Commitment Agreement or Incremental RL Commitment Agreement, as the case may be, may thereafter only be modified in accordance with the requirements of clause (xa) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits above of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required LendersSection 13.12. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (other than a Defaulting Lender) with Obligations being directly affected in the case of following clause (i))affected, (i) extend the final scheduled maturity of any Loan or Note or extend the Stated Maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest interest, Fees or Fees Term Loan Prepayment Premium thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce rates and (or forgivey) the principal amount thereof (it being understood that any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees fees for the purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security DocumentsDocuments or release all or substantially all of the Guarantors, (iii) amend, modify or waive any provision of this Section 14.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date)13.12, (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans Loans, RTL Commitments and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (viv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved]without the consent of the Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the Swingline Lender or with respect to Swingline Loans (including, without limitation, the obligations of the other Lenders with -138- 145 Revolving Loan Commitments to fund Mandatory Borrowings), (3) without the written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 2 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (45) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, and (56) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Date, without the written consent of the Majority Lenders of each any Tranche which is being allocated a lesser prepaymentof Term Loans, repayment amend the definition of Majority Lenders with respect to such Tranche, or commitment reduction as a result of the actions described belowthis clause (6), or alter the required application of any prepayments or repayments (or commitment reductionreductions), as between the various Tranches, pursuant to Section 6.02(h4.01 or 4.02(A) (it being understoodexcluding Sections 4.02(A)(b), however(c), that (d) or (e)) with respect to such Tranche (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, except pursuant to Sections 4.02(A)(b), (c), (d) or (e), 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), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationTranche. (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agents and the Revolving Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other party.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity DateDate or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce (or forgive) the principal amount thereof (except to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(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 Credit-Linked Commitments on the Closing Restatement Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Credit-Linked Commitments are included on the Closing Restatement Effective Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement, or (vi) release any Credit Agreement Party Guaranty or waive compliance by any Credit Agreement Party with its payment obligations under its Credit Agreement Party Guaranty; provided provided, further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, 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 written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved], (3r) without the written 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 13 12 as same applies to the Administrative Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (4t) without the written consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (u) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5v) 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 the Closing Restatement Effective Date, without the written 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 6.02(h4.01 or 4.02 (excluding Section 4.02(b)) (it being understood, however, that 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), (6w) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall 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 Closing Restatement Effective Date), (7x) 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 written consent of the Required Revolving LendersMajority Lenders of each Tranche adversely affected thereby, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to provisions of Section 1.14; (y) without the making consent of Revolving Loansthe Supermajority Lenders of the respective affected Tranche, (8) reduce the amount of, of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Loans are made pursuant to any Lender a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the written consent otherwise required by this clause (y)), or amend the definition of such affected LenderSupermajority Lenders (it being understood that, other than as otherwise expressly provided herein or (9) without with the written consent of the Required Revolving 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 waiver waive any provision relating to the provisions rights or obligations of the Deposit Bank or (B) the Intermediate Holdco Paying Agent, amend, modify or waive any provision relating to the rights or obligations of the Intermediate Holdco Paying Agent. Notwithstanding anything to the contrary contained above in this Section 11.10 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the definition case of “Payment Service Obligations”Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as may be reasonably requested by the U.S. Borrower for legitimate operational reasons (e.g., the transfer of Property from one jurisdiction to another), so long as the Fair Market Value of all Collateral so subject to release (as determined in good faith by the U.S. Borrower) at any time does not exceed $5,000,000. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Holdings shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, Holdings if the respective Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments (and related Obligations and, if applicable, Credit-Linked Deposits) and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate each Credit-Linked Commitment and/or Incremental Term Loan Commitment of such non-consenting Lender (if such Lender's consent is required as a result of such Credit-Linked Commitment and/or Incremental Term Loan Commitment), and/or repay outstanding Obligations under each Tranche of such Lender which gave rise to the need to obtain such Lender's consent, in accordance with Sections 3.02(b) and/or 4.01, provided that, unless the Commitments which are terminated and Loans and other Obligations which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined both (x) after giving effect to the proposed action and (y) as if the Commitments, Loans and related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, further, that Holdings shall not have the right to replace a Lender, terminate its Commitment or repay its Loans or other Obligations solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding anything to the foregoingcontrary contained in clause (a) above of this Section 13.12, this the respective Borrower, the Administrative Agent and each Incremental Loan Lender may, in accordance with the provisions of Section 1.15, enter into an Incremental Term Loan Commitment Agreement, provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Incremental Loan Lender of such Incremental Term Loan Commitment Agreement, such Incremental Term Loan Commitment Agreement may thereafter only be amended (or amended and restated) modified in accordance with the written consent requirements of the Required Lenders, the Agents and the Revolving Borrower clause (xa) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits above of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required LendersSection 13.12. (d) [Reserved]. For purposes of Section 13.12(a), (ei) Notwithstanding a Voting Participant shall be deemed to be a "Lender" holding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent portion of the Revolving Borrower Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of a given Tranche of any Lender (other than a Defaulting Lender) in which it purchased a participation (and to have the Agents voting rights of such Lender for the respective such Tranche) and (ii) a Lender (other than a Defaulting Lender) which has sold a participation in a portion of its Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of any Tranche to a Voting Participant shall be deemed to hold a Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment or outstanding Term Loans of the extent necessary respective Tranche, as the case may be, in each case, as reduced by the amount of the participations therein sold to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partya Voting Participant.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated termi­nated unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge dis­charge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the its Maturity Date, or reduce the rate or extend the time of payment 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 (it being understood that any amendment or modification to the financial definitions defini­tions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all this Agreement or the Security DocumentsOrders, (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), or (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge dis­charge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications modifi­ca­tions of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction manda­tory reduc­tion in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute consti­tute an increase of the Commitment of such Lender), (2) [Reserved]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 written consent of each the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, and (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document provi­sion as same relates to the rights or obligations of any the Administra­tive Agent; provided further, (4) without that only the written consent concurrence of the Collateral AgentAdministrative Agent shall be required in connection with any amendment, amendmodification, modify supplement or waive waiver of any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 Orders (or commitment reductionany combination thereof), as between unless provided otherwise in the various Tranches, pursuant to Section 6.02(h) (it being understood, however, that Orders. To the Required Lenders may waive, in whole or in partextent applicable, any such prepaymentamendment, repayment supplement or commitment reduction, so long as the application, as amongst the various Tranches, modification of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, supplement or modify or waive the Exit Facility Agreement as may be mutually agreed by the Administrative Agent and the Borrower without further action by any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”party hereto. (b) If, in connection with any proposed change, waiver, discharge or termination termin­a­tion of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusiveinclu­sive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacementreplace­ment, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. termin­ation or (cB) Notwithstanding terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay outstanding Loans of such Lender which gave rise to the foregoing, this Agreement may be amended (or amended and restated) with the written need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Required LendersLetter of Credit of Outstandings, the Agents and in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Revolving Borrower Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (xB) to add one are immediately replaced in full at such time through the addition of new Lenders or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications to the Credit Documents may be made with the written consent increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specific­ally consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the Agents withholding of any required consent by such Lender) pursuant to the extent necessary second proviso to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 13.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated (other than in accordance with the last paragraph of Section 2.10(a) or Section 2.19) unless such amendment, modification, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (or by the Administrative Agent at the written direction of the Required Lenders) (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Revolving Borrower Company (other than the Borrowers) may be released from, the Subsidiaries relevant Guaranty and the relevant Security Documents in accordance with the provisions hereof and thereof (without the written consent of the other Credit Parties party thereto or the Required Lenders)), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than, except with respect to the following clause (i), a Defaulting Lender Lender) (with Obligations being directly affected in the case of following clause clauses (i), (iii), (iv) and (vii)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Final Maturity DateDate (unless otherwise cash collateralized in accordance with the terms hereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement Agreement, to the last paragraph of Section 2.10(a), Section 13.07(a) or to as contemplated in clause (6) of the second proviso of this Section 14.07(a13.12(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) under or release all or substantially all of the Security value of the Guaranty made by the Guarantors (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 14.12(a13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments and the Loans on the Closing Effective Date), Section 13.06 or any provision of Section 2.09 that expressly requires the consent of all Lenders, (iv) reduce the “majority” voting threshold specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), (v) reduce increase the voting threshold specified advance rates applicable to any Borrowing Base over those in effect on the definition of “Required Revolving Lenders” Effective Date (it being understood thatthat the establishment, additional extensions modification or elimination of credit pursuant to this Agreement shall Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Administrative Agent in accordance with the terms hereof, will not be included deemed such an increase in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or advance rates), (vi) consent to the release, assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement, or (vii) amend, modify or waive the order of application of payments set forth in Section 5.03(d), Section 5.03(e), Section 5.4 of the U.S. Security Agreement, Section 5.4 of the Dutch General Security Agreement, Section 5.3 of the Dutch Inventory Security Agreement or Section 6.3 of the Dutch Receivables Security Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect or extend the scheduled maturity date of the Revolving Loan Commitment of any Lender then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) [Reserved]without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter such Issuing Lenders’ rights or obligations with respect to Letters of Credit issued by such Issuing Lender, (3) without the written consent of each 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 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (45) without the written consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected therebySupermajority Lenders, (x) amend the definition of “Majority Lenders” Supermajority Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Majority Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date), ) or (7y) without the written consent amend or expand any of the Required Revolving Lendersfollowing definitions, amendin each case the effect of which would be to increase the amounts available for borrowing hereunder: any Borrowing Base, modify Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory (including, in each case, the defined terms used therein) (it being understood that the establishment, modification or waive any condition precedent set forth elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Cash and Cash Equivalents, Eligible Machinery and Equipment and Eligible Inventory, in Sections 7 or 8 each case by the Administrative Agent in accordance with respect the terms hereof, will not be deemed to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any require a Supermajority Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”consent). (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vvii), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment and/or repay all outstanding Revolving Loans of such Lender and/or cash collateralize its applicable RL Percentage of the Letter of Credit Outstandings in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of one or more Replacement Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of one or more existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that no Borrower shall have any right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Company, the other Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Issuing Lender and the Swingline Lender) if (i) by the terms of such agreement the Revolving Loan Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.04) in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. (d) Notwithstanding anything to the contrary contained in this Section 13.12, (x) Security Documents and related documents executed by the Credit Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, restated, amended and restated) , supplemented and waived with the written consent of the Required Lenders, the Agents Administrative Agent and the Revolving Borrower Company without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered (xi) in order to add one comply with local law or more additional credit facilities advice of local counsel, (ii) in order to this Agreement and cause such Security Document or other document to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of be consistent with this Agreement and the other Credit Documents or (iii) in connection with the Term Loans incurrence of any Permitted Additional Secured Indebtedness or any Cash Flow Revolving Indebtedness (and, in each case, the addition of Permitted Additional Secured Indebtedness Priority Collateral as Collateral) and the Revolving Loans and entry by the accrued interest and fees Collateral Agent into intercreditor arrangements in respect thereof connection therewith and (y) to include appropriately if following the Lenders holding such credit facilities Effective Date, the Administrative Agent and any Credit Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any determination provision of the Credit Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents if the same is not objected to in writing by the Required Lenders. (d) [Reserved]Lenders within five Business Days following receipt of notice thereof. (e) Notwithstanding the foregoing, technical and conforming modifications any provision herein to the contrary, this Agreement and the other Credit Documents may be made amended in accordance with Section 2.19 to effectuate an Extension and to provide for non-pro rata borrowings and payments of any amounts hereunder as between the Loans and any commitments in connection therewith, in each case with the written consent of the Revolving Borrower and Administrative Agent but without the Agents to the extent necessary to cure consent of any ambiguity, omission, defect or inconsistency, without any further action by any other partyLender (except as expressly provided in Section 2.19) required.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than a Defaulting Lender Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any WC Letter of Credit beyond the Revolving Loan Maturity Date or any PF Letter of Credit beyond the Term Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement utilized to determine the Total Leverage Ratio or to Section 14.07(a) any other financial performance metric shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents, (y) all or substantially all of the material Guarantors from the Subsidiaries Guaranty (except as expressly permitted by the Subsidiaries Guaranty) or (z) Holdings from the Holdings Guaranty, (iii) amend, modify or waive any provision of this Section 14.12(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 Loans, the Revolving Loan Commitments and the PF Letter of Credit Commitments on the Closing Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Loans, Revolving Loan Commitments and PF Letter of Credit Commitments are included on the Closing Effective Date), (v) reduce amend or modify Section 13.06 in a manner that would alter the voting threshold specified in the definition pro rata sharing of “Required Revolving Lenders” (it being understood thatpayments required thereby, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this AgreementAgreement or any other Credit Document, or (vii) amend, waive, or modify Section 1.09 in a manner that would permit any Interest Period with a duration of longer than 6 months; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1q) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Loans and Commitments pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.02 (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), (r) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (s) amend, modify or waive any condition precedent set forth in Section 6A or 6B with respect to the making of Revolving Loans or Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (t) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved], (3u) without the written consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of CSFB, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the respective Agent, amend, modify or waive any provision of Section 13 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (4x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Date, without the written consent of the Majority Supermajority Lenders of each a relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche which is being allocated may be increased on a lesser prepayment, repayment or commitment reduction as a result of proportionate basis without the actions described below, alter the consent otherwise required application of any prepayments or repayments by this clause (or commitment reductiony)), as between the various Tranches, pursuant to Section 6.02(hor (z) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” Supermajority Lenders (it being understood that that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Majority Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vvi), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, on and after the Term Loan Commitment Termination Date, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, Borrower if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan respective Tranche of Commitments and/or Loans related Obligations of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment), PF Letter of Credit Commitment (if such Lender’s consent is required as a result of its PF Letter of Credit Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the foregoing, this Agreement may be amended (or amended and restated) with the written need to obtain such Lender’s consent and/or cash collateralize its applicable Percentage of the Required LendersLetter of Credit Outstandings, in accordance with Sections 3.02(b) and/or 4.01(vi), provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Agents Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the Revolving Borrower (xwithholding of any required consent by such Lender) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications pursuant to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents second proviso to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 13.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Lender (other than, except with respect to following clause (i), a Defaulting Lender Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note 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 (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(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 Term Loans and the Revolving Loan Commitments on the Closing Restatement Effective Date), (iviii) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Restatement Effective Date) or (viiv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement (it being understood and agreed that any reduction to the Commitment of any Lender that is also party to any Incremental Revolving Loan Commitment Agreement shall not require the consent of such Lender by operation of this clause (1) to the extent such reduction is otherwise permitted under this Agreement), (2) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of in the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each Agentthe respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 13 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any such Agent, (4) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (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 on the Closing Date, without the written 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 6.02(h) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the written consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or terminationtermination or (B) terminate such non-consenting Lender’s Commitment in accordance with Sections 3.02(b) and/or 4.01(b), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). (c) Notwithstanding anything to the foregoingcontrary contained in clauses (a) and (b) above of this Section 13.12, this Agreement may be amended (or amended the Borrower, the Administrative Agent and restated) each Incremental RL Lender may, in accordance with the written consent provisions of Sections 1.14, enter into an Incremental Revolving Loan Commitment Agreement, provided that after the Required Lendersexecution, delivery and effectiveness of such Incremental Revolving Loan Commitment Agreement, the Agents Incremental RL Lender party thereto, and the any Incremental Revolving Borrower (x) to add one or more additional credit facilities to this Agreement Loan Commitment created pursuant thereto, shall be treated for all purposes hereunder as a Lender and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding as such credit facilities in any determination of the Required LendersLender’s Commitment, respectively. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications anything to the contrary herein any Credit Documents Document may be made with waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the written consent of the Revolving Borrower and the Agents Administrative Agent (without the consent of any Xxxxxx) solely to cure a defect, ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, (provided that prompt notice following any such amendment, waiver, supplement or modification shall be given to the extent necessary to cure any ambiguityLenders by the Borrower and the Administrative Agent) and such amendment, omissionwaiver, defect supplement or inconsistency, modification shall become effective without any further action by or consent of any other partyparty to any Credit Document if the same is not objected to in writing by the Required Lenders within ten (10) Business Days following receipt of notice thereof.

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Bank (other than a Defaulting Lender Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate of interest or Fees 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)Fees, or reduce (or forgive) the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a13.07(a) shall not constitute a reduction in the rate of interest or any Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) release a Subsidiary Guarantor from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or in connection with the sale of such Subsidiary Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 14.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date)13.12, (ivv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date), (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Effective Date) or (vi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1u) increase the Commitments of any Lender Bank over the amount thereof then in effect without the written consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase of the Commitment of such LenderBank), (2) [Reserved], (3v) without the written consent of each 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 each Agent, amend, modify or waive any provision of Section 13 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any Agentthe Agents, (4x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Date, without the written consent of the Majority Lenders Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described belowbelow (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks 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 reductionreductions), as between the various Tranches, pursuant to Section 6.02(h4.01(a) or 4.02 (excluding Section 4.02(b)) (it being understood, however, that although the Required Lenders Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), ) or (6z) without the written consent of the Majority Lenders Supermajority Banks of the respective Tranche affected therebyTranche, amend the definition of “Majority Lenders” (it being understood that additional extensions of credit pursuant to this Agreement shall 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 Closing Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender or without the written consent of such affected Lenderthe Supermajority Banks of each Tranche, other than as otherwise expressly provided herein or amend the definition of Supermajority Banks (9) without it being understood that, with the written consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Lenders, amend, modify or waiver Loan Commitments are included on the provisions of Section 11.10 or the definition of “Payment Service Obligations”Effective Date). (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vvi), inclusive, of the first proviso to Section 14.12(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrowers Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrowers, Borrower if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.13 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding terminate such non-consenting Bank's Commitments (if such Bank's consent is required as a result of its Commitments) and/or repay outstanding Term Loans of such Bank which gave rise to the foregoingneed to obtain such Bank's consent, this Agreement may be amended in accordance with Sections 3.02(b) and/or 4.01(b), provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Banks or amended and restated) with the written consent increase of the Commitments and/or outstanding Loans of existing Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required LendersBanks (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event the Agents Borrower shall not have the right to replace a Bank, terminate its Commitments or repay its Loans solely as a result of the exercise of such Bank's rights (and the Revolving Borrower (xwithholding of any required consent by such Bank) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications pursuant to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents second proviso to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 13.12(a).

Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed, waived, discharged or terminated unless such amendment, modification, 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 Revolving Borrower Aleris may be released from, from the Subsidiaries Guaranty Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the written consent of the other Credit Parties party thereto or the Required Lenders), provided that in connection with the following the Required Lenders’ consent shall not be required but no such change, waiver, discharge or termination shall, without the written consent of each Non-Defaulting Lender (other than a Defaulting Lender) (with Term Obligations being directly affected in the case of following clause (i)), (i) extend or postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Loan or Note or extend the duration of any Interest Period for a Euro Rate Loan beyond the Maturity Datesix 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 (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 14.12(a12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Effective Date), (iv) reduce the voting threshold percentage specified in the definition of “Required Lenders” Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement shall may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date), or (v) reduce the voting threshold specified in the definition of “Required Revolving Lenders” (it being understood that, additional extensions of credit pursuant to this Agreement shall be included in the determination of the Required Revolving Lenders on substantially the same basis as the Revolving Loan Commitments are included on the Closing Date) or (vi) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under this Agreement; provided further, that in connection with the following the Required Lenders’ consent shall not be required but that no such amendment, modification, change, waiver, discharge or termination shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) [Reserved], (3) without the written consent of each the Administrative Agent, amend, modify or waive any provision of Section 13 11 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of any the Administrative Agent, (43) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (54) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Closing Date, without the written consent of the Majority Lenders of each Tranche which is being allocated a lesser prepaymentSyndication Agent or either Joint Lead Arranger, repayment amend, modify or commitment reduction as a result waive any provision relating to the rights or obligations of the actions described below, alter the required application of any prepayments Syndication Agent or repayments (or commitment reduction)either Joint Lead Arranger, as between the various Tranchescase may be, pursuant to Section 6.02(h) or (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (65) without the written consent of the Majority Supermajority Lenders of the respective affected Tranche, amend, modify or waive any provision of this Agreement in a manner which would have a disproportionate effect on such Tranche affected thereby, amend the definition of “Majority Lenders” (it being understood that except for technical amendments with respect to additional extensions of credit pursuant to this Agreement shall be included in which afford the determination protections to such additional extensions of credit of the Majority Lenders on substantially type provided to the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date), (7) without the written consent of the Required Revolving Lenders, amend, modify or waive any condition precedent set forth in Sections 7 or 8 with respect to the making of Revolving Loans, (8) reduce the amount of, or extend the date of, any Scheduled Repayment to any Lender without the written consent of such affected Lender, other than as otherwise expressly provided herein or (9) without the written consent of the Required Revolving Lenders, amend, modify or waiver the provisions of Section 11.10 or the definition of “Payment Service Obligations”. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 14.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers Aleris shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if Aleris the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments)Loans, to replace only the Revolving Loan Commitments and/or respective Tranche of Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination. termination or (cB) Notwithstanding repay each Tranche of outstanding Loans of such Lender which gave rise to the foregoingneed to obtain such Lender’s consent, this Agreement may be amended in accordance with Section 4.01(b), provided that, unless the Loans that are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or amended and restatedoutstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) with the written Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided further, that in any event Aleris shall not have the right to replace a Lender or repay its Loans solely as a result of the Required Lenders, the Agents exercise of such Lender’s rights (and the Revolving Borrower (xwithholding of any required consent by such Lender) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (d) [Reserved]. (e) Notwithstanding the foregoing, technical and conforming modifications pursuant to the Credit Documents may be made with the written consent of the Revolving Borrower and the Agents second proviso to the extent necessary to cure any ambiguity, omission, defect or inconsistency, without any further action by any other partySection 12.12(a).