Common use of Other Consents Clause in Contracts

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment unless in writing and signed by the L/C Issuer, the Administrative Agent and the Requisite Tranche 2 Lenders (without the consent of any other Lender), affect the rights or duties of the L/C Issuer or any Tranche 2 Lender over under this Agreement or any Issuer Document relating to any Letter of Credit issued, or to be issued, by it or amend any provision of Section 2.20; (ii) unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; or (iii) amend or waive Section 8.1(k) or the definition of “Change of Control,” without consent of Lenders holding two-thirds of the sum of the (a) Total Outstandings (with the aggregate amount thereof then of each Lender’s risk participation and funded participation in effect L/C Obligations being deemed, without duplication, “held” by such Lender for purposes of this definition) and (b) the aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for this purpose. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable Law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans of such Lender hereunder will not be taken into account in determining whether the Requisite Lenders or all of the affected Lenders, as required, have approved any such amendment or waiver (and the definition of “Requisite Lenders,” “Requisite Tranche Lenders,” “Requisite Tranche 1 Lenders” and “Requisite Tranche 2 Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that is described in any of clauses (i) through (v) of Section 10.5(b) or that would alter the terms of this proviso, will require the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 5050.0% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or Incremental Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided provided, that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of the Administrative Agent and of the Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; Counterparty (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agentor, in each the case without of the consent HSBC Hedge Agreement, GECC) or release all or substantially all of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Loan Documents without the written consent of Lenders holding a majority each Lender Counterparty (or, in aggregate principal amount the case of the Delayed Draw CommitmentsHSBC Hedge Agreement, GECC) with Obligations then outstanding; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No Subject to Section 10.5(d), no amendment, modification, termination or waiver of any provision of the Credit Note Documents, or consent to any departure by any Credit Note Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender[Reserved]; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender[Reserved]; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, Requisite Class Purchasers of each Class which that is being allocated a lesser repayment or prepayment as a result thereof; provided that the Requisite Lenders Purchasers may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation provision of Lenders relating to this Agreement or the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Note Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition definitions of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as such term or any similar term is defined in any applicable relevant Collateral Document) in each case in a manner adverse to any Lender Counterparty Purchaser with Obligations Notes then outstanding without the written consent of any such Lender Counterparty;Purchaser; or (viv) amend, modify, terminate or waive any provision of Section 9 as the same directly or indirectly applies to any Collateral Agent, or any other provision hereof as the same directly or indirectly applies to the rights or obligations of any Collateral Agent, in each case in any manner adverse to Collateral Agent without the consent of such Collateral Agent; (vii) amend any provision relating solely ; provided that notwithstanding anything to the Delayed Draw Commitments without contrary herein, upon the written consent of Lenders holding a majority in aggregate principal amount appointment of the Delayed Draw Commitments; (viii) increase Collateral Agent in accordance with the terms hereof, this Agreement and any Delayed Draw Commitment of any Lender over the amount thereof then in effect without other Note Document may be amended with the consent of such Lender; provided that the Required Purchasers and the Collateral Agent and no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority Company shall be required in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableconnection therewith.

Other Consents. No amendment, modification, termination or waiver of any provision term or condition of the any Credit DocumentsDocument, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit Sub-limit or the Swing Line Loans without the consent of the Swing Line Lender; (iiiii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 or Section 8.3 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenderseach Agent, Tranche B Term Loan Exposure of all Lenderseach Issuing Bank and each Lender adversely affected thereby; provided, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iviii) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of the Administrative Agent and of the Issuing Bank; (viv) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, any Credit Document so as to alter the ratable treatment of Obligations arising under the Credit Documents and Documents, Obligations arising under Hedge Agreements Secured Swap Contracts or Cash Management Agreements Obligations, or the definition definitions of “Lender Counterparty,” “Hedge AgreementCash Management Bank,” “Cash Management AgreementObligations,” “Eligible Counterparty,” “Swap Contract,” “Secured Swap Contract,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) ), in each case (x) in a manner materially adverse to any Lender Eligible Counterparty with Obligations then outstanding, without the written consent of such Eligible Counterparty, or (y) in a manner materially adverse to any Cash Management Bank with Cash Management Obligations then outstanding without the written consent of any such Lender CounterpartyCash Management Bank; (viv) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights rights, duties or obligations of any Agent, in each case without the consent of such Agent; (vi) (x) amend, modify or waive any condition precedent set forth in Section 3.2 as it pertains to any Revolving Loan or Swing Line Loan without the consent of the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender) and, as it pertains to Swing Line Loans, the Swing Line Lender and (y) amend, modify or waive any condition precedent set forth in Section 3.2 as it pertains to the issuance of any Letter of Credit by the Issuing Bank without the consent of the relevant Issuing Bank and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender); (vii) (A) amend or otherwise modify Section 6.7 (or for the purposes of determining compliance with Section 6.7, any provision relating solely defined terms used therein), (B) waive or consent to any Default or Event of Default resulting from a breach of Section 6.7 or (C) alter the Delayed Draw Commitments rights or remedies of the Required Revolving Lenders arising pursuant to Section 8 as a result of a breach of Section 6.7, in each case, without the written consent of the Required Revolving Lenders; provided, however, that the amendments, modifications, waivers and consents described in this clause (vii) shall not require the consent of any Lenders holding a majority in aggregate principal amount of other than the Delayed Draw Commitments;Required Revolving Lenders; or (viii) increase any Delayed Draw Commitment amend or otherwise modify the definition of any Lender over the amount thereof then in effect “Required Revolving Lenders” without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest each of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableLenders.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over In the amount thereof then in effect without event that there is (x) an approval by the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all “Requisite Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in the Revolving Credit Agreement) of the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and herein, or (y) a proposal in writing to modify, amend, waive or restate, terminate or request a consent or approval with respect to, any applicable Collateral Documentprovisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (which may include a written waiver of an existing actual or potential default or event of default that is intended to be eliminated by such modification, amendment, consent, approval, restatement or waiver) (each of the foregoing in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender shall be deemed to have simultaneously (and without any further action by any Person) approved the Proposed Modification of any corresponding provision hereof for purposes of determining if the requisite approvals hereunder have been obtained if such Lender or an Affiliate of such Lender approved the Proposed Modification under the Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement and (B) in each the case that the Lenders described in clause (A) above constitute the Requisite Lenders, then simultaneously (and without any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement, this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner adverse to any Lender Counterparty consistent with Obligations then outstanding without the written Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of any such each Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies Lender (in addition to the rights Lenders described in clause (A) above) under Section 13.6(b). (ii) In the event any financial covenants (including any associated definitions) set forth in the Revolving Credit Agreement or obligations any amendment, modification, supplement, restatement, refinancing (in full) or replacement (in full) thereof, shall be implemented or amended to be more restrictive on the Borrower than the financial covenants set forth herein in this Agreement (a “More Favorable Financial Covenant”), the applicable financial covenant(s) set forth in this Agreement and the other Loan Documents shall automatically be deemed to be amended to conform to the modified covenant(s) in the Revolving Credit Agreement (together with any grace or cure periods applicable thereto), unless the Requisite Lenders otherwise agree in their sole discretion. (iii) Any More Favorable Financial Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) pursuant to Section 13.6.(f)(ii) shall be deemed automatically amended, supplemented, loosened, excluded, terminated or otherwise modified herein to reflect any subsequent amendments, supplements, loosenings, terminations, exclusions or any other modifications made to such More Favorable Financial Covenant under the Revolving Credit Agreement or any amendment, modification, supplement, restatement, refinancing (in full) or replacement (in full) thereof effected as of any Agent, in each case without the consent date of such Agent; (vii) amend amendments, supplements, loosenings, terminations, exclusions or any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lenderother modifications; provided that no such amendment shall have the effect of making Section 10.1 (and related definitions as used therein) any less favorable to the Lenders than such Section as set forth in this Agreement as in effect on the date of this Agreement (or on the date of any later written amendment to, restatement of, or waiver, consent or approval of this Agreement amending Section 10.1 (and related definitions as used therein) other than any such amendment, modification restatement, waiver, consent or waiver approval solely for the purpose of any condition precedent, covenant, Default or Event memorializing the incorporation of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; orsuch Incorporated Covenants to this Agreement). (ixiv) waive If requested by the Borrower or the Administrative Agent, the Borrower, the Administrative Agent and each approving Lender (including any condition Lender deemed to the making have approved as described above) shall execute and deliver a written amendment to, restatement of, or waiver, consent or approval of any Revolving Loan this Agreement memorializing such modification, restatement, waiver, consent, or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableapproval.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to (x) the U.S. Swing Line Sublimit or the U.S. Swing Line Loans without the consent of the U.S. Swing Line Lender, or (y) the Canadian Swing Line Sublimit or the Canadian Swing Line Loans without the consent of the Canadian Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 5050.0% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Revolving Exposure of all Lenders, Revolving Lenders or Incremental Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided provided, that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of the Administrative Agent and of the Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Agreement or any Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Document so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party Company or Holdings therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to any Credit Extension of the Swing Line Sublimit or the Swing Line Loans Class A Revolving Lenders without the consent of Swing Line Lender; (iii) alter the required application of any repayments Class A Requisite Lenders; or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation provision of Section 3.2(a) with regard to any Credit Extension of the Class B Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent the Requisite Class B Revolving Lenders; (iii) amend the definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any portion of Appendix C without the consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; (iv) amend or modify any provision of Issuing BankSections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event (as such term is defined in the Backup Servicer Agreement), Event of Default or Servicer Default shall only require the consent of the Requisite Lenders; (v) amend, amend or modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment any provision of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding Section 7.1 without the written consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; provided, however, that, notwithstanding the foregoing, any such Lender Counterparty;waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or (vi) amend, modify, terminate or waive any provision of Section 9 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to . In the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment event of any Lender over the amount thereof then in effect amendment or waiver of this Agreement without the consent of the Collateral Agent or Paying Agent, the Company shall promptly deliver a copy of such Lender; provided that no amendment, modification amendment or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without Collateral Agent and the consent of a majority in interest of Paying Agent upon the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableexecution thereof.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Revolving Commitment without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 5050.0% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided provided, that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of the Revolving Administrative Agent and of the applicable Issuing BankBanks; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Agreement or any Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Document so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge AgreementObligations,” “Cash Management Hedge Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate Counterparty or waive any provision release all or substantially all of Section 9 the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments Loan Documents without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitmentseach Lender Counterparty with Obligations then outstanding; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party Company or Holdings therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating of Section 3.3(a) with regard to any Credit Extension of the Swing Line Sublimit or the Swing Line Loans Class A Revolving Lenders without the consent of Swing Line Lender; (iii) alter the required application of any repayments Requisite Class A Lenders; or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation provision of Section 3.3(a) with regard to any Credit Extension of the Class B Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent the Requisite Class B Revolving Lenders; (iii) amend the definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any portion of Appendix C without the consent of each of the Requisite Class A Lenders and the Requisite Class B Revolving Lenders; (iv) amend or modify any provision of Issuing BankSections 2.11, other than Sections 2.11(c)(vii) and 2.11(e), without the consent of each of the Requisite Class A Lenders and the Requisite Class B Revolving Lenders; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event, Event of Default or Servicer Default shall only require the consent of the Requisite Lenders; (v) amend, amend or modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment any provision of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding Section 7.1 without the written consent of each of the Requisite Class A Lenders and the Requisite Class B Revolving Lenders; provided, however, that, notwithstanding the foregoing, any such Lender Counterparty;waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or (vi) amend, modify, terminate or waive any provision of Section 9 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendmentwaiver, modification, termination amendment or waiver other modification of this Agreement or any provision of the other Credit DocumentsDocument, or any consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment waive, amend or otherwise modify the rights or obligations of any Lender over the amount thereof then in effect Agent without the prior written consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any LenderAgent; (ii) amendwaive, modifyamend or otherwise modify the rights or obligations of any Agent, terminate or waive any provision hereof relating to the Swing Line Sublimit Issuing Bank or the Swing Line Loans without the consent of Swing Line Lender; Lender (iii) alter the required application of including any repayments waiver, amendment or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% other modification of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Protective Advances as provided in Section 2.2(b), Letters of Credit as provided in Section 2.4(e2.4(g) or Swing Line Loans as provided in Section 2.3(c)) without the prior written consent of Administrative Agent and of such Agent, such Issuing BankBank or the Swing Line Lender, as the case may be; (viii) amendwaive, amend or otherwise modify this Agreement or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment (in accordance with Section 2.16(f) of Obligations arising under the Credit Documents Documents, on the one hand, and the Designated Pari Hedge Obligations arising under Hedge Agreements or the Designated Pari Cash Management Agreements Services Obligations, on the other, or amend or otherwise modify the definition of the term “Lender Counterparty,” Obligations”, “Designated Hedge Agreement,” Obligations”, “Designated Cash Management Agreement,” Services Obligations”, “Designated Pari Hedge Obligations,”, “Designated Pari Cash Management Services Obligations” or “Secured ObligationsParties” (as defined or any comparable term used in any applicable Collateral Document) ), in each case in a manner adverse to any Lender Counterparty with Secured Party holding Designated Hedge Obligations, Designated Cash Management Services Obligations, Designated Pari Hedge Obligations or Designated Pari Cash Management Services Obligations then outstanding without the written consent of such Secured Party (it being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents or Guaranteed hereunder or thereunder, so long as such amendment or other modification by its express terms does not alter the Designated Hedge Obligations, Designated Cash Management Services Obligations, Designated Pari Hedge Obligations or Designated Pari Cash Management Services Obligations being so secured or Guaranteed, shall not be deemed to be adverse to any such Lender CounterpartySecured Party holding Designated Hedge Obligations, Designated Cash Management Services Obligations, Designated Pari Hedge Obligations or Designated Pari Cash Management Services Obligations, as the case may be); (viiv) amendwaive, modify, terminate amend or waive otherwise modify this Agreement (A) to increase any provision advance rates set forth in the definition of Section 9 as the same applies to any Agentterm “Borrowing Base”, or to add categories of eligible assets other than Eligible Receivables, Eligible Unbilled Receivables or Eligible Inventory, without the prior written consent of each Lender or (B) otherwise to modify the definition of the term “Borrowing Base” or any component definition thereof in a manner that has the effect of increasing borrowing availability in any material respect (other provision hereof as than modifications to eligibility criteria or Reserves implemented by the same applies Administrative Agent in the manner and to the rights extent expressly provided herein), without the prior written consent of the Supermajority Lenders (it being understood that nothing in this clause (v) shall impair the ability of the Administrative Agent to make Protective Advances or obligations of any AgentOut-of-Formula Loans in accordance with Section 2.2 and Section 2.15, in each case respectively); or (v) waive, amend or otherwise modify Section 2.16(f) without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any each Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableadversely affected thereby.

Other Consents. No amendmentwaiver, modification, termination amendment or waiver other modification of this Agreement or any provision of the other Credit DocumentsDocument, or any consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment waive, amend or otherwise modify the rights or obligations of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendmentAgent or any Issuing Bank (including any waiver, amendment or other modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.3(e)) without the prior written consent of Administrative such Agent and of or such Issuing Bank;, as the case may be; or (vii) amendwaive, amend or otherwise modify this Agreement or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents Documents, on the one hand, and the Specified Hedge Obligations arising under Hedge Agreements or Specified Cash Management Agreements Services Obligations, on the other, or amend or otherwise modify the definition of the term “Lender Counterparty,” Obligations”, “Specified Hedge Agreement,” Obligations”, “Specified Hedge Obligations”, “Specified Cash Management Agreement,” “Services Obligations,” or “Secured ObligationsParties” (as defined or any comparable term used in any applicable Collateral Document) ), in each case in a manner adverse to any Lender Counterparty with Secured Party holding Specified Hedge Obligations or Specified Cash Management Services Obligations then outstanding without the written consent of any such Lender Counterparty; Secured Party (vi) amendit being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents or Guaranteed hereunder or thereunder, modifyso long as such amendment or other modification by its express terms does not alter the Specified Hedge Obligations or Specified Cash Management Services Obligations being so secured or Guaranteed, terminate or waive any provision of Section 9 as the same applies shall not be deemed to be adverse to any Agent, Secured Party holding Specified Hedge Obligations or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw CommitmentsSpecified Cash Management Services Obligations, as applicable).

Other Consents. No Subject to Section 10.5(d), no amendment, modification, termination or waiver of any provision of the Credit DocumentsDocuments (excluding the Fee Letter), or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each directly and adversely affected Class; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swing Line Sublimit any Credit Extension consisting of a Revolving Loan or the Swing Line Loans a Term Loan without the consent of Swing Line LenderRequisite Class Lenders of such Class of Loans; (iiiiv) amend, modify, terminate, or waive any provision hereof directly relating to the Letter of Credit Sublimit or any Letter of Credit without the consent of Issuing Bank; (v) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which that is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Administrative Agent and the Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered; (ivvi) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.3(e) without the written consent of Administrative Agent and of Issuing Bank; (vvii) amend, modify modify, or waive any provision of this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Secured Hedge Agreements or Cash Management Agreements or the definition definitions of “Lender Counterparty,” ”, “Secured Hedge Agreement,” “Cash Management Agreement,” ”, “Obligations,” or “Secured Obligations” (as such term or any similar term is defined in any applicable relevant Collateral Document) in each case in a manner adverse to any Lender or Lender Counterparty with Obligations then outstanding without the written consent of any such Lender or Lender Counterparty;; or (viviii) amend, modify, terminate or waive any provision of Section 9 as the same directly or indirectly applies to any Agent, or any other provision hereof as the same directly or indirectly applies to the rights or obligations of any Agent, in each case in any manner adverse to such Agent without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (viv) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agreement or the Swiss Security Documents, Pledge Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Documents, Secured Obligations arising under Secured Hedge Agreements or Cash Management and Secured Obligations arising under Secured Bank Product Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Secured Hedge Agreement,” “Lender Bank Product Provider,” “Bank Product,” “Secured Bank Product Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner materially adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (viv) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to (x) the U.S. Swing Line Sublimit or the U.S. Swing Line Loans without the consent of the U.S. Swing Line Lender, or (y) the Canadian Swing Line Sublimit or the Canadian Swing Line Loans without the consent of the Canadian Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 5050.0% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Revolving Exposure of all Lenders, Revolving Lenders or Incremental Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided provided, that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of the Administrative Agent and of the Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Agreement or any Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Document so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment or Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that that, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment or Term Loan Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to amend the Swing Line Sublimit or the Swing Line Loans definition of “Requisite Class Lenders” without the consent of Swing Line LenderRequisite Class Lenders of each Class; provided that, extensions of credit approved by the Requisite Lenders or permitted to be incurred pursuant to Section 2.1(c)(i), 6.2(f) or 6.2(j) may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans, as the case may be, are included on the Closing Date; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which that is being allocated a lesser repayment or prepayment as a result thereof; provided that that, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered; and provided further that, notwithstanding the foregoing, such application may be modified (including pursuant to Sections 6.2(f), 6.2(j) and 9.5(e)) to permit additional or modified extensions of credit constituting (x) term loans to share ratably with the Term Loans in the application of repayments or prepayments pursuant to Section 2.14 with the consent of Requisite Lenders or in connection with additional extensions of credit permitted under Section 2.1(c)(i), 6.2(f) or 6.2(j), or (y) revolving loans to share ratably with the Revolving Loans in the application of repayments or prepayments pursuant to Section 2.14 with the consent of the Requisite Lenders or in connection with additional extensions of credit permitted under Section 6.2(f) or 6.2(j); (iv) amend, modify, terminate or waive any obligation of the Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.3(e) without the written consent of Administrative Agent and of Issuing Bank;; or (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No Subject to the terms of the Intercreditor Side Letter, no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party Company or Holdings therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating of Section 3.3(a) with regard to any Credit Extension of the Swing Line Sublimit or the Swing Line Loans Class A Revolving Lenders without the consent of Swing Line Lender; (iii) alter the required application of any repayments Class A Requisite Lenders; or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation provision of Section 3.3(a) with regard to any Credit Extension of the Class B Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent the Requisite Class B Revolving Lenders; (iii) amend the definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any portion of Appendix C without the consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; (iv) amend or modify any provision of Issuing BankSections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; (v) amend, amend or modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment any provision of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding Section 7.1 without the written consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; provided, however, that, notwithstanding the foregoing, any such Lender Counterparty;waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or (vi) amend, modify, terminate or waive any provision of Section 9 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to . In the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment event of any Lender over the amount thereof then in effect amendment or waiver of this Agreement without the consent of the Collateral Agent or Paying Agent, the Company shall promptly deliver a copy of such Lender; provided that no amendment, modification amendment or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without Collateral Agent and the consent of a majority in interest of Paying Agent upon the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableexecution thereof.

Other Consents. No amendmentwaiver, modification, termination amendment or waiver other modification of this Agreement or any provision of the other Credit DocumentsDocument, or any consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment waive, amend or otherwise modify the rights or obligations of any Lender over the amount thereof then in effect Agent without the prior written consent of such LenderAgent; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;or (ii) amendwaive, modify, terminate amend or waive otherwise modify the rights or obligations of any provision hereof relating to the Swing Line Sublimit Issuing Bank or the Swing Line Loans without the consent of Swing Line Lender; Lender (iii) alter the required application of including any repayments waiver, amendment or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% other modification of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Protective Advances as provided in Section 2.2(b), Letters of Credit as provided in Section 2.4(e2.3(e) or Swing Line Loans as provided in Section 2.26(c)) without the prior written consent of Administrative Agent and of such Issuing Bank;Bank or the Swing Line Lender, as the case may be; 1095171012\7\AMERICAS (viii) amendwaive, amend or otherwise modify this Agreement or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents Documents, on the one hand, and the Specified Pari Hedge Obligations arising under Hedge Agreements or Specified Pari Cash Management Agreements Services Obligations, on the other, or amend or otherwise modify the definition of the term “Lender Counterparty,” Obligations”, “Specified Hedge Agreement,” Obligations”, “Specified Pari Hedge Obligations”, “Specified Cash Management Agreement,” Services Obligations”, “Specified Pari Cash Management Services Obligations,” or “Secured ObligationsParties” (as defined or any comparable term used in any applicable Collateral Document) ), in each case in a manner adverse to any Lender Counterparty with Secured Party holding Specified Hedge Obligations, Specified Cash Management Services Obligations, Specified Pari Hedge Obligations or Specified Pari Management Services Obligations then outstanding without the written consent of such Secured Party (it being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents or Guaranteed hereunder or thereunder, so long as such amendment or other modification by its express terms does not alter the Specified Hedge Obligations, Specified Cash Management Services Obligations, Specified Pari Hedge Obligations or Specified Pari Cash Management Services Obligations being so secured or Guaranteed, shall not be deemed to be adverse to any such Secured Party holding Specified Hedge Obligations, Specified Cash Management Services Obligations, Specified Pari Hedge Obligations or Specified Pari Cash Management Services Obligations, as applicable); (iv) waive, amend or otherwise modify this Agreement (A) to increase any advance rates set forth in the definition of the term “Borrowing Base”, or to add categories of eligible assets other than Eligible Accounts or Eligible Inventory, without the prior written consent of each Lender Counterpartyor (B) otherwise to modify the definition of the term “Borrowing Base” or any component definition thereof, in either case, in a manner that has the effect of increasing borrowing availability in any material respect (other than modifications to eligibility criteria or Reserves implemented by the Administrative Agent in the manner and to the extent expressly provided herein), without the prior written consent of the Supermajority Lenders; (v) waive, amend or otherwise modify Section 2.15(e) without the consent of each Lender directly and adversely affected thereby; or (vi) amendwaive, modify, terminate amend or waive any provision otherwise modify Section 2.23(f)(ii) in a manner that affects the priority status of Section 9 as the same applies to any Agent, or any Revolving Loans (other provision hereof as than the same applies to FILO Class) and other Obligations vis-à-vis the rights or obligations of any Agent, in each case FILO Class without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount each of the Delayed Draw Commitments; Revolving Lenders (viii) increase any Delayed Draw Commitment of any Lender over other than the amount thereof then in effect without Revolving Lenders under the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableFILO Class).

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party Company or Holdings therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating of Section 3.3(a) with regard to any Credit Extension of the Swing Line Sublimit or the Swing Line Loans Class A Revolving Lenders without the consent of Swing Line Lender; (iii) alter the required application of any repayments Requisite Class A Lenders; or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation provision of Section 3.3(a) with regard to any Credit Extension of the Class B Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent the Requisite Class B Revolving Lenders; (iii) amend the definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any portion of Appendix C without the consent of each of the Requisite Class A Lenders and the Requisite Class B Lenders; (iv) amend or modify any provision of Issuing BankSections 2.11, other than Sections 2.11(c)(vii) and 2.11(e), without the consent of each of the Requisite Class A Lenders and the Requisite Class B Lenders; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event, Event of Default or Servicer Default shall only require the consent of the Requisite Lenders; (v) amend, amend or modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment any provision of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding Section 7.1 without the written consent of each of the Requisite Class A Lenders and the Requisite Class B Lenders; provided, however, that, notwithstanding the foregoing, any such Lender Counterparty;waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or (vi) amend, modify, terminate or waive any provision of Section 9 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A B Term Loan Exposure of all Lenders, Tranche B Term Loan Revolving Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders or Permitted Replacement Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.4(c), amend or modify any provision affecting the rights and duties of Issuing Bank under this Agreement or any instrument or agreement relating to any Letter of Credit or amend Section 1.6 (except to shorten or waive any time periods provided for therein) or the definition of “Foreign Currency” without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders or Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive any provision of this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements Treasury Services Agreement or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management AgreementObligations,” “Secured Obligations,” or “Secured ObligationsTreasury Services Agreement” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendmentwaiver, modification, termination amendment or waiver other modification of this Agreement or any provision of the other Credit DocumentsDocument, or any consent to any departure by any Borrower or other Credit Party therefrom, shall: (i) increase (A) amend or otherwise modify Section 2.14 or any Revolving Commitment other provisions of any Lender over Credit Document in a manner that by its terms adversely affects the amount thereof then rights in effect without the consent respect of such Lender; provided that no amendment, modification or waiver payments due to Lenders holding Loans of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment Class differently than those holding Loans of any Lender; (ii) amendother Class, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, representing a Majority in Interest of each affected Class which is (it being allocated a lesser repayment or prepayment as a result thereof; provided understood that the Requisite Lenders may waive, in whole or in part, any prepayment of Loans hereunder so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered) or (B) amend or otherwise modify this Section 9.5(c)(i) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders of any Class or a Majority in Interest of Lenders of any Class is required to waive, amend or otherwise modify any rights thereunder or to make any determination or grant any consent thereunder, in each case without the consent of each Lender of such Class or a Majority in Interest of the Lenders of such Class, as the case may be; provided that nothing in this Section 9.5(c)(i) shall be deemed to restrict the amendments contemplated by Section 2.24; (ivii) amend, modify, terminate extend or waive otherwise affect the rights or obligations of any Agent or any Issuing Bank without the prior written consent of such Agent or such Issuing Bank, as the case may be; (iii) waive, amend or otherwise modify any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) 2.3(e), without the written consent of the Administrative Agent and of each Issuing Bank;; and (viv) amend, amend or otherwise modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agreement or the Swiss Security Documents, Guarantee and Collateral Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents Documents, on the one hand, and the Designated Swap Obligations arising under Hedge Agreements or Designated Cash Management Agreements Obligations, on the other, or amend or otherwise modify the definition of the term “Lender Counterparty,” Obligations”, “Hedge Agreement,” “Designated Cash Management Agreement,” Obligations”, “Designated Swap Obligations,” or “Secured ObligationsParties” (as defined or any comparable term used in any applicable Collateral Document) ), in each case in a manner adverse to any Lender Counterparty with Secured Party holding Designated Swap Obligations or Designated Cash Management Obligations then outstanding without the written consent of any such Lender Counterparty; Secured Party (vi) amendit being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents or guaranteed thereunder, modifyso long as such amendment or other modification by its express terms does not alter the Designated Swap Obligations or Designated Cash Management Obligations being so secured or guaranteed, terminate or waive any provision of Section 9 as the same applies shall not be deemed to be adverse to any Agent, Secured Party holding Designated Swap Obligations or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableDesignated Cash Management Obligations).

Other Consents. No amendmentwaiver, modification, termination amendment or waiver other modification of this Agreement or any provision of the other Credit DocumentsDocument, or any consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of the Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or Incremental Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that the Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of the Administrative Agent and of the Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Hedge Counterparty,” ”, “Hedge Agreement,” “Cash Management Agreement,” ”, “Obligations,”, “Secured Parties” or “Secured Specified Hedge Obligations” (each as defined herein or in any applicable Collateral Document) in each case in a manner adverse to any Lender Hedge Counterparty with Obligations then outstanding without the written consent of any such Lender Hedge Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party Company or Holdings therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to any Credit Extension of the Swing Line Sublimit or the Swing Line Loans Class A Committed Lenders without the consent of Swing Line Lenderthe Requisite Class A Committed Lenders; or amend, modify, terminate or waive any provision of Section 3.2(a) with regard to any Credit Extension of the Class B Lenders without the consent of the Requisite Class B Lenders; (iii) alter amend the required application definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any repayments or prepayments as between Classes pursuant to Section 2.17 portion of Appendix C without the consent of Lenders holding more than 50% each of the aggregate Tranche Requisite Class A Term Loan Exposure of all Committed Lenders and the Requisite Class B Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend or modify any provision of Sections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of each of the Requisite Class A Committed Lenders and the Requisite Class B Lenders; (v) amend, modify, terminate or waive any obligation provision of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) 7.1 without the written consent of Administrative Agent each of the Requisite Class A Committed Lenders and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender CounterpartyRequisite Class B Lenders; (vi) amend, modify, terminate or waive any provision of Section 9 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent. In the event of any amendment or waiver of this Agreement without the consent of the Collateral Agent or Paying Agent, the Company shall promptly deliver a copy of such amendment or waiver to the Collateral Agent and the Paying Agent upon the execution thereof; (vii) amend amend, modify, terminate or waive any provision relating solely to of this Agreement in a manner that has an adverse effect on the Delayed Draw Commitments rights, obligations, protections or indemnities of any Hedging Counterparty, the Paying Agent, the Custodian or the Controlled Account Bank, in each case without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw CommitmentsHedging Counterparty, the Paying Agent, the Custodian or the Controlled Account Bank, as applicable; (viii) increase amend, modify, terminate or waive any Delayed Draw Commitment express right of any Lender over the amount thereof then in effect Class B Lenders or Requisite Class B Lenders without the consent of such each of Class B Lender; provided that no amendment; (ix) amend, modification modify, terminate or waiver waive any provision of any condition precedentSection 5.1(c), covenantSection 5.1(f), Default Section 6.1, Section 6.5, Section 6.10, Section 6.14, Section 6.18 or Event Section 6.19 without the consent of Default shall constitute an increase in any Delayed Draw Commitment each of any Lenderthe Requisite Class A Committed Lenders and the Requisite Class B Lenders; or (ixx) waive amend or modify Schedule 1.1(a) hereto or any condition to the making of any Revolving Loan or Delayed Draw Term Loan definition used therein without the consent of a majority in interest each of the Requisite Class A Committed Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableand the Requisite Class B Lenders.

Other Consents. No amendmentwaiver, modification, termination amendment or waiver other modification of this Agreement or any provision of the other Credit DocumentsDocument, or any consent to any departure by any Credit Party or Alon Assets therefrom, shall: (i) increase (A) waive, amend or otherwise modify Section 2.12 or any Revolving Commitment other provisions of any Lender over Credit Document in a manner that by its terms adversely affects the amount thereof then rights in effect without the consent respect of such Lender; provided that no amendment, modification or waiver payments due to Lenders of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment Class differently than Lenders of any Lender; (ii) amendother Class, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, representing a Majority in Interest of each Class which is being allocated a lesser repayment or prepayment as a result thereof; affected Class, provided that the Requisite Lenders may waive, in whole or in part, any prepayment of Term Loans hereunder so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered, or (B) waive, amend or otherwise modify this Section 10.5(c)(i) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders of any Class or a Majority in Interest of Lenders of any Class is required to waive, amend or otherwise modify any rights thereunder or to make any determination or grant any consent thereunder, in each case without the consent of each Lender of such Class or a Majority in Interest of the Lenders of such Class, as the case may be; provided that nothing in this Section 10.5(c)(i) shall be deemed to restrict the amendments contemplated by Sections 2.20 and 2.21; (ivii) amendwaive, modifyamend or otherwise modify the rights or obligations of any Arranger or any other Agent, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the prior written consent of Administrative Agent and of Issuing Bank;such Arranger or such other Agent, as the case may be; and (viii) amendwaive, amend or otherwise modify this Agreement or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, any Collateral Document so as to alter the ratable treatment of of, or the pari passu Lien securing, the Obligations arising under the Credit Documents Documents, on the one hand, and Obligations arising under the Specified Hedge Agreements Obligations, on the other, or Cash Management Agreements amend or otherwise modify the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” the term “Obligations,”, “Specified Hedge Obligations” or “Secured ObligationsParties” (as defined or any comparable term used in any applicable Collateral Document) ), in each case in a manner adverse to any Lender Counterparty with Secured Party holding Specified Hedge Obligations then outstanding without the written consent of any such Lender Counterparty; Secured Party (vi) amendit being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents or Guaranteed hereunder or thereunder, modifyso long as such amendment or other modification by its express terms does not alter the Specified Hedge Obligations being so secured or Guaranteed, terminate or waive any provision of Section 9 as the same applies shall not be deemed to be adverse to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders Secured Party holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableSpecified Hedge Obligations).

Other Consents. No amendment, waiver or consent will, unless in writing and signed by the Administrative Agent, the Collateral Agent or the Issuing Banks, as the case may be, in addition to the Required Lenders, Required Revolving Lenders or all Lenders directly affected thereby, as the case may be (or by Administrative Agent with the consent of the Required Lenders, the Required Revolving Lenders or all the Lenders directly affected thereby, as the case may be), affect the rights or duties of the Administrative Agent, the Collateral Agent or the Issuing Banks, as applicable, in its capacity as such, under this Agreement or any other Credit Document. Further, no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shallwill: (i) increase or extend any Term Loan Commitment or Revolving Credit Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that (A) no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall will constitute an increase in or extension of any Revolving Commitment of any Lender; , (iiB) amend, modify, terminate or waive any provision hereof relating change to the Swing Line Sublimit definition of Total Net Leverage Ratio or in the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application component definitions thereof shall not constitute an increase or extension of any repayments Revolving Credit Commitment and the agreement, consent or prepayments waiver by the Required Revolving Lenders of interest or unused commitment fees as between Classes pursuant set forth in the paragraph immediately succeeding the applicable table in the definitions of “Applicable Margin” and “Applicable Commitment Fee Rate” in Section 1.1 shall not constitute an increase or extension of any Revolving Credit Commitment and (C) any change to Section 2.17 without the consent definition of Lenders holding more than 50% Total Net Leverage Ratio or in the component definitions thereof shall not constitute an increase or extension of the aggregate Tranche A any Initial Term Loan Exposure of all LendersCommitment and the agreement, Tranche B consent or waiver by the Required Initial Term Loan Exposure Lenders of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, interest as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, set forth in whole or the paragraph immediately succeeding the applicable table in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,Applicable Margin” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default 1.1 shall not constitute an increase in any Delayed Draw Commitment or extension of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Initial Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.Commitment;

Other Consents. No amendmentwaiver, modification, termination amendment or waiver other modification of this Agreement or any provision of the other Credit DocumentsDocument, or any consent to any departure by any Credit Party therefrom, shall: (i) increase amend or otherwise modify Section 2.14 or any Revolving Commitment other provisions of any Lender over Credit Document in a manner that by its terms adversely affects the amount thereof then rights in effect without the consent respect of such Lender; provided that no amendment, modification or waiver payments due to Lenders holding Loans of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment Class differently than those holding Loans of any Lender; (ii) amendother Class, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, representing a majority in interest of each affected Class which is (it being allocated a lesser repayment or prepayment as a result thereof; provided understood that the Requisite Lenders may waive, in whole or in part, any prepayment of Loans hereunder so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered); (ivii) amend, modify, terminate extend or waive otherwise affect the rights or obligations of any Agent or any Issuing Bank without the prior written consent of such Agent or such Issuing Bank, as the case may be; (iii) waive, amend or otherwise modify any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) 2.3(e), without the written consent of the Administrative Agent and of each Issuing Bank;; or (viv) amend, amend or otherwise modify this Agreement or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents Documents, on the one hand, and the Specified Hedge Obligations arising under Hedge Agreements or and the Specified Cash Management Agreements Obligations, on the other, or amend or otherwise modify the definition of the term “Lender Counterparty,” Obligations”, “Specified Hedge Agreement,” Obligations”, “Specified Cash Management Agreement,” “Obligations,” or “Secured ObligationsParties” (as defined or any comparable term used in any applicable Collateral Document) ), in each case in a manner adverse to any Lender Counterparty with Secured Party holding Specified Hedge Obligations or Specified Cash Management Obilgations then outstanding without the written consent of any such Lender Counterparty; Secured Party (vi) amendit being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents or Guaranteed hereunder or thereunder, modifyso long as such amendment or other modification by its express terms does not alter the Specified Hedge Obligations and the Specified Cash Management Obligations being so secured or Guaranteed, terminate or waive any provision of Section 9 as the same applies shall not be deemed to be adverse to any Agent, Secured Party holding Specified Hedge Obligations or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableSpecified Cash Management Obligations).

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between among Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure, Tranche B-1 Term Loan Exposure of all Lenders, Tranche B-2 Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all LendersLenders (where applicable), New Tranche X Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or New Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between among Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate modify or waive this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or the definition of “Cash Management Provider”, “Lender Counterparty”, “Cash Management Agreement”, “Cash Management Obligations”, “Obligations” or “Secured Obligations” (as defined in any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, applicable Collateral Document) in each case without the consent of such Agent; (vii) amend in a manner adverse to any provision relating solely to the Delayed Draw Commitments Cash Management Provider with Obligations then outstanding without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any LenderCash Management Provider; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, waiver or consent will, unless in writing and signed by the Administrative Agent, the Collateral Agent, the Swing Line Lenders or the Issuing Banks, as the case may be, in addition to the Required Lenders or all Lenders directly affected thereby, as the case may be (or by Administrative Agent with the consent of the Required Lenders or all the Lenders directly affected thereby, as the case may be), affect the rights or duties of the Administrative Agent, the Collateral Agent, the Swing Line Lenders or the Issuing Banks, as applicable, in its capacity as such, under this Agreement or any other Credit Document. Further, no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shallwill: (i) increase or extend any Revolving Credit Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall will constitute an increase in any Revolving Credit Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of the Swing Line Lenders, or amend, extend or increase the Swing Line Commitment of any Lender without the written consent of such Lender; (iii) alter the required application of any repayments or prepayments (including payments made from proceeds of Collateral) as between Classes pursuant to Section 2.15 or Section 8.2 or modify Section 2.17 without the consent of all Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment (including payments made from proceeds of Collateral) as a result thereof; provided that Requisite Lenders any Lender may waive, in whole or in part, any prepayment Waivable Mandatory Prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of the Administrative Agent and of the Issuing BankBanks; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent;; or (viivi) amend amend, modify or waive any provision relating solely to the Delayed Draw Commitments of Section 2.4 without the written consent of Lenders holding a majority in aggregate principal amount of each Issuing Bank to the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of extent such Lender; provided that no proposed amendment, modification and/ or waiver of wavier affects the rights or duties of, or any condition precedentfees or other amounts payable to, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicablesuch Issuing Bank under this Agreement.

Other Consents. No amendment, waiver or consent will, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Required Lenders, the Required Term C Loan Lenders or all Lenders directly affected thereby, as the case may be (or by Administrative Agent with the consent of the Required Lenders, the Required Term C Loan Lenders or all the Lenders directly affected thereby, as the case may be), affect the rights or duties of the Administrative Agent or the Collateral Agent, as applicable, in its capacity as such, under this Agreement or any other Credit Document. Further, no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shallwill: (i) increase or extend any Term Loan Commitment or Incremental Revolving Credit Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall will constitute an increase in or extension of any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender[reserved]; (iii) alter the required application of any repayments or prepayments (including payments made from proceeds of Collateral) as between Classes pursuant to Section 2.15 or Section 8.3 or modify Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, Bank Product Providers and Secured Swap Providers of each Class class which is being allocated a lesser repayment or prepayment (including payments made from proceeds of Collateral) as a result thereof; provided that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;; or (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; . Notwithstanding the foregoing, unless and until a Term C Loan Payment Cross Default has occurred and remains continuing, only the consent of the Required Term C Loan Lenders shall be necessary to, and upon the occurrence of a Term C Loan Payment Cross Default, the consent of the Required Lenders shall be necessary to (viii) exercise any rights or remedies or take any action specified in Section 8.2(a) in respect of any Term C Loan Payment Event of Default and (ii) amend any provision relating solely to or modify this sentence, the Delayed Draw Commitments without proviso appearing in Section 8.1(a), Section 8.2(b) or the written consent related provisions in Sections 9.3(c), 10.7 and 10.12(b) (including the related definitions as used in such Sections, but not as used in other Sections of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; this Agreement) and no such exercise, action, amendment or modification shall be permitted (viiix) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that the Required Term C Loan Lenders (unless and until a Term C Loan Payment Cross Default has occurred) and (y) without the consent of the Required Lenders (upon the occurrence and during the continuance of a Term C Loan Payment Cross Default). For the avoidance of doubt, no amendment, modification modification, waiver or waiver of consent to any condition precedent, covenant, Default or Term C Loan Payment Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan be permitted without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableeach Lender with Term C Loan Exposure.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any the Revolving Commitment of any Revolving Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) increase the aggregate Revolving Commitments or the aggregate Term Loan Commitments over the amount thereof then in effect without the consent of the Requisite Class Lenders (other than pursuant to and in accordance with §2.9); (iii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit Commitment or the Swing Line Loans without the consent of Swing Line Lender; (iiiiv) amend the definition of Requisite Class Lenders or Applicable Approval Percentage without the consent of Requisite Class Lenders of each Class; provided, subject to §27(b)(viii), additional extensions of credit pursuant hereto may be included in the determination of such Requisite Class Lenders on substantially the same basis as the Term Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (v) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 §3.4 or §12.5 of this Agreement or pursuant to any other Loan Document without the unanimous consent of all Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Class Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivvi) amend, modify, terminate or waive any obligation of Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e§2.10(d) without the written consent of Administrative Agent and of Issuing BankAgent; (vvii) amendwaive any condition precedent to the initial Loans on the Closing Date, modify for which it is expressly provided in such Section that satisfaction of such condition is to be acceptable to or waive this Agreementapproved by Agent, without the Second Amended consent of Agent, and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse such event it shall not be necessary to any Lender Counterparty with Obligations then outstanding without obtain the written consent of any other Lender to such Lender Counterparty;waiver; or (viviii) amend, modify, terminate or waive the amount or timing of payment of any fee payable to Agent for its own account, any provision of Section 9 §14 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (viiix) amend any provision relating solely modification to the Delayed Draw Commitments require a Revolving Lender to fund a pro rata share of a request for a Revolving Loan made by Borrower other than based on its applicable Required Commitment Percentage, or to require a Term Lender to fund a pro rata share of a request for a Term Loan made by Borrower other than based on its applicable Term Commitment Percentage, without the written unanimous consent of all Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of Class affected by such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any LenderLenders; or (ixx) waive any condition amendment which would disproportionately affect the obligation of Borrower or any Loan Party to make payment of the making Revolving Loans or the Term Loans shall not be effective without the unanimous approval of all Lenders of the Class affected by such modification. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon Borrower or the other Loan Parties shall entitle Borrower or any other Loan Party to other or further notice or demand in similar or other circumstances. In the event any Lender fails to expressly grant or deny any consent, amendment or waiver sought under this Agreement within ten (10) days of a written request therefor submitted by Agent or Agent’s Special Counsel, such Lender shall be deemed to have granted to Agent an irrevocable proxy with respect to such specific matter. The right of any Revolving Loan or Delayed Draw Term Loan without the Lender to consent under subsections (a) and (b) of this §27 shall not apply to a majority in interest Defaulting Lender, except for purposes of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicablesubsections (a)(v) and (b)(i) of this §27.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 and Section 2.16(g), without the consent of Lenders holding more than 50% of the aggregate Tranche A U.S. Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New European Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or New Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agreement or the Swiss Security Documents, another Collateral Document so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Working Capital Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Working Capital Commitment of any Lender; (ii) amend, modify, terminate increase any LC Facility Commitment or waive LC Facility Issuing Commitment of any provision hereof relating to Lender over the Swing Line Sublimit or the Swing Line Loans amount thereof then in effect without the consent of Swing Line such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any LC Facility Commitment or LC Facility Issuing Commitment of any Lender; (iii) alter without the required application consent of any repayments or prepayments as between Classes pursuant to Section 2.17 without the Required Lenders and the consent of Lenders holding more than 50% a majority of the aggregate Tranche A Commitments or Advances outstanding under such Senior Secured Facility, (A) change the order of application of any reduction in the Commitments or any prepayment of Advances among the Senior Secured Facilities from the application thereof set forth in the applicable provisions of Section 2.04 of this Agreement, in any manner that disproportionately affects the Lender Parties under the Term Loan Exposure of all LendersFacilities, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lendersthe Working Capital Facility or the LC Facility, as applicablethe case may be, differently from the other Lender Parties or other Secured Parties or (B) otherwise disproportionately affect the obligation of each Class which is being allocated a lesser repayment the Borrower to make any payment of the Advances to the Lender Parties under any Term Facility, the Working Capital Facility or prepayment the LC Facility, as a result thereofthe case may be, from other Lender Parties or other Secured Parties; provided that Requisite the Required Lenders may waive, in whole or in part, any prepayment so long as the application, application as between ClassesSenior Secured Facilities, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation the provisions governing the reimbursement of Lenders relating to the purchase of participations in LC Facility Letters of Credit as provided in Section 2.4(e) 4.03 without the written consent of the Administrative Agent and of the applicable LC Facility Issuing Bank; (v) amend, modify, terminate or waive any provision of Article X as the same applies to any Agent or the Depositary, or any other provision hereof of any Loan Document as the same applies to the rights, powers, privileges or obligations of any such Agent or the Depositary, in each case without the consent of such Agent or the Depositary, as applicable; or (vi) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agreement or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” or any component definition thereof (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of "REQUISITE CLASS LENDERS" without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such "REQUISITE CLASS LENDERS" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; EXECUTION (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Applicable Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender[Intentionally Omitted]; (ii) amend, modify, terminate modify or waive any provision hereof relating to the Swing Line Sublimit this Agreement or the Swing Line Loans Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document (other than any Replacement Revolving Intercreditor Agreement)) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (iii) amend the definition of “Requisite Class Lenders” without the consent of Swing Line LenderRequisite Class Lenders of each Class; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Commitments and the Loans are included on the Closing Date; (iiiiv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.12 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank;; or (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender[reserved]; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A C-2 Cash Pay Term Loan Exposure of all Lenders, Tranche B C-2 PIK Term Loan Exposure of all Lenders, New Tranche C-3 Cash Pay Term Loan Exposure of all Lenders, Tranche C-3 PIK Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or Other New Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) ), any other provision contained in Section 2.4 or any other provision hereof as the same applies to the rights or obligations of any Issuing Bank, in each case without the written consent of Administrative Agent and of Issuing Bank;; or (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over In the amount thereof then in effect without event that there is (x) an approval by the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all “Requisite Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in the Revolving Credit Agreement) of the addition of an “Unencumbered Asset” which does not meet one or more of the criteria for inclusion set forth in the Revolving Credit Agreement and herein, or (y) a proposal in writing to modify, amend, waive or restate, terminate or request a consent or approval with respect to, any applicable Collateral Documentprovisions in the Revolving Credit Agreement in respect of Guarantors, Unencumbered Assets, reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in accounting practices, events of default, or definitions related thereto (which may include a written waiver of an existing actual or potential default or event of default that is intended to be eliminated by such modification, amendment, consent, approval, restatement or waiver) (each of the foregoing in clauses (x) and (y), a “Proposed Modification”), then (A) any Lender shall be deemed to have simultaneously (and without any further action by any Person) approved the Proposed Modification of any corresponding provision hereof for purposes of determining if the requisite approvals hereunder have been obtained if such Lender or an Affiliate of such Lender approved the Proposed Modification under the Revolving Credit Agreement in its capacity as a “Lender” under the Revolving Credit Agreement and (B) in each the case that the Lenders described in clause (A) above constitute the Requisite Lenders, then simultaneously (and without any further action by any Person) with the agreement to or granting of such Proposed Modification under the Revolving Credit Agreement, this Agreement shall be deemed modified, amended or restated, or such waiver, consent or approval granted, in a manner adverse to any Lender Counterparty consistent with Obligations then outstanding without the written Proposed Modifications under the Revolving Credit Agreement, unless such modification, restatement, waiver, consent or approval requires the consent of any such each Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies Lender (in addition to the rights Lenders described in clause (A) above) under Section 13.6(b). (ii) In the event any financial covenants (including any associated definitions) set forth in the Revolving Credit Agreement or obligations any amendment, modification, supplement, restatement, refinancing (in full) or replacement (in full) thereof, shall be implemented or amended to be more restrictive on the Borrower than the financial covenants set forth herein in this Agreement (a “More Favorable Financial Covenant”), the applicable financial covenant(s) set forth in this Agreement and the other Loan Documents shall automatically be deemed to be amended to conform to the modified covenant(s) in the Revolving Credit Agreement (together with any grace or cure periods applicable thereto), unless the Requisite Lenders otherwise agree in their sole discretion. (iii) Any More Favorable Financial Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) pursuant to Section 13.6.(f)(ii) shall be deemed automatically amended, supplemented, loosened, excluded, terminated or otherwise modified herein to reflect any subsequent amendments, supplements, loosenings, terminations, exclusions or any other modifications made to such More Favorable Financial Covenant under the Revolving Credit Agreement or any amendment, modification, supplement, restatement, refinancing (in full) or replacement (in full) thereof effected as of any Agent, in each case without the consent date of such Agent; (vii) amend amendments, supplements, loosenings, terminations, exclusions or any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lenderother modifications; provided that no such amendment shall have the effect of making Section 10.1. (and related definitions as used therein) any less favorable to the Lenders than such Section as set forth in this Agreement as in effect on the date of this Agreement (or on the date of any later written amendment to, restatement of, or waiver, consent or approval of this Agreement amending Section 10.1. (and related definitions as used therein) other than any such amendment, modification restatement, waiver, consent or waiver approval solely for the purpose of any condition precedent, covenant, Default or Event memorializing the incorporation of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; orsuch Incorporated Covenants to this Agreement). (ixiv) waive If requested by the Borrower or the Administrative Agent, the Borrower, the Administrative Agent and each approving Lender (including any condition Lender deemed to the making have approved as described above) shall execute and deliver a written amendment to, restatement of, or waiver, consent or approval of any Revolving Loan this Agreement memorializing such modification, restatement, waiver, consent, or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableapproval.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment unless in writing and signed by the L/C Issuer, the Administrative Agent and the Requisite Tranche 2 Lenders (without the consent of any other Lender), affect the rights or duties of the L/C Issuer or any Tranche 2 Lender over under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it or amend any provision of Section 2.20; (ii) unless in writing and signed by the applicable Agent in addition to the Lenders required above, affect the rights or duties of any Agent under this Agreement or any other Credit Document; or (iii) amend or waive Section 8.1(k) or the definition of “Change of Control,” without consent of Lenders holding two-thirds of the sum of the (a) Total Outstandings (with the aggregate amount thereof then of each Lender’s risk participation and funded participation in effect L/C Obligations being deemed, without duplication, “held” by such Lender for purposes of this definition) and (b) the aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for this purpose. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans of such Lender hereunder will not be taken into account in determining whether the Requisite Lenders or all of the affected Lenders, as required, have approved any such amendment or waiver (and the definition of “Requisite Lenders,” “Requisite Tranche Lenders,” “Requisite Tranche 1 Lenders” and “Requisite Tranche 2 Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that is described in any of clauses (i) through (v) of Section 10.5(b) or that would alter the terms of this proviso, will require the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party Company or Holdings therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Early Amortization Event, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating of Section 3.3(a) with regard to any Credit Extension of the Swing Line Sublimit or the Swing Line Loans Class A Revolving Lenders without the consent of Swing Line Lender; (iii) alter the required application of any repayments Requisite Class A Lenders; or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation provision of Section 3.3(a) with regard to any Credit Extension of the Class B Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent the Requisite Class B Revolving Lenders; (iii) amend the definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any portion of Appendix C without the consent of each of the Requisite Class A Lenders and the Requisite Class B Revolving Lenders; (iv) amend or modify any provision of Issuing BankSections 2.11, other than Sections 2.11(c)(vii) and 2.11(e), without the consent of each of the Requisite Class A Lenders and the Requisite Class B Revolving Lenders; provided, however, that, notwithstanding the foregoing, any such amendment or modification during the continuance of any Hot Backup Servicer Event, Event of Default or Servicer Default shall only require the consent of the Requisite Lenders; (v) amend, amend or modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment any provision of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding Section 7.1 without the written consent of each of the Requisite Class A Lenders and the Requisite Class B Revolving Lenders; provided, however, that, notwithstanding the foregoing, any such Lender Counterparty;waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or (vi) amend, modify, terminate or waive any provision of Section 9 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the written consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.16 without the written consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Synthetic LC Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders or Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to (x) the Letters of Credit, including the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent, Collateral Agent and Issuing Bank, or (y) the Synthetic Letters of Credit, including the purchase of participations in Synthetic Letters of Credit as provided in Section 2.5(e) without the written consent of Administrative Agent, Collateral Agent and Synthetic LC Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent; (vii) amend any provision relating solely amend, modify or waive the definition of “Applicable Loan to Value Ratio”, “Loan to Value Ratio”, “Inventory” or “Value” under this Agreement, or Section 2.15(f), Section 2.16, Section 2.17(h), Section 3.2(a)(ii), Section 5.1(p) or Section 5.14(c) (notwithstanding anything to the Delayed Draw Commitments contrary contained in Section 5.14) of this Agreement, or Section 7.2 of the Pledge and Security Agreement, in each case without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw CommitmentsCollateral Agent; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to amend the Swing Line Sublimit or the Swing Line Loans definition of "REQUISITE CLASS LENDERS" without the consent of Swing Line LenderRequisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such "REQUISITE CLASS LENDERS" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iii) alter the requirement to make, or the required application of any repayments or prepayments as between Classes pursuant to Sections 2.14 or 2.15 hereof or Section 2.17 7.2 of the Pledge and Security Agreement without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated would receive a lesser repayment or prepayment as a result thereof; provided that [provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered]; (iv) amend, modify, terminate or waive (A) any obligation of Lenders relating to the purchase of participations in Letters of Credit or Hedge Letter of Credit as 138 provided in Section 2.4(e) or any other provision set forth in Section 2.4 without the written consent of Administrative Agent and of Issuing Bank or (B) the last paragraph of Section 8.1 as it relates to the cash collateralization of letter of credit obligations without the prior written consent of each Issuing Bank;; or (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Domestic Tranche A C Term Loan Exposure of all Lenders, Tranche B European Term Loan Exposure of all Lenders, New Term Loan Domestic Revolving Exposure of all Lenders, Lenders or European Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank or amend, modify, terminate or waive any material provisions of this Agreement relating to Letters of Credit without the consent of the Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of the Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between among Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all LendersExposure, Tranche B Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between among Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of the Administrative Agent and of the Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate modify or waive this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or the definition of “Cash Management Provider,” “Lender Counterparty,” “Cash Management Agreement,” “Cash Management Obligations,” “Obligations” or “Secured Obligations” (as defined in any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, applicable Collateral Document) in each case without the consent of such Agent; (vii) amend in a manner adverse to any provision relating solely to the Delayed Draw Commitments Cash Management Provider with Obligations then outstanding without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any LenderCash Management Provider; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender[Reserved]; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered[Reserved]; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank[Reserved]; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty[Reserved]; (vi) amend, modify, terminate or waive any provision of Section 9 the Credit Documents as the same applies to any Agent, any Bookrunner, the Arranger or the Syndication Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case Agent without the consent of such Agent; (vii) amend any provision relating solely to . In addition, notwithstanding the Delayed Draw Commitments without foregoing, this Agreement may be amended or amended and restated with the written consent of Administrative Agent, Borrower and the Lenders holding providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all or a majority portion of the outstanding Term Loans (“Refinanced Term Loans”), with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the Delayed Draw Commitments; aggregate principal amount of such Refinanced Term Loans, (viiib) increase the Weighted Average Yield for such Replacement Term Loans shall not be higher than the Weighted Average Yield for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any Delayed Draw Commitment period after the latest final maturity of any Lender over the amount thereof then Term Loans in effect without immediately prior to such refinancing. In addition, notwithstanding the foregoing, in connection with an amendment that addresses solely a re-pricing transaction and any related amendments in which all or any portion of Class of Term Loans is refinanced with a replacement Class of term loans bearing (or is modified in such a manner such that the resulting term loans bear) a lower Weighted Average Yield (a “Permitted Repricing Amendment”), only the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments Term Loans subject to such permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans or Delayed Draw Commitments, as applicablemodified Term Loans shall be required for such Permitted Repricing Amendment.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend Section 2.16(h) or Section 2.16(i) or alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate (a) Tranche A B-1 Term Loan Exposure and New B-1 Loan Exposure of all Lenders, (b) Tranche B B-2 Term Loan Exposure and New B-2 Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, (c) Revolving Exposure of all Lenders, as applicable, of in each case voting as a single Class which if such Class is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite provided, Lenders holding more than 50% of the aggregate Tranche B-1 Term Loan Exposure may waive, in whole or in part, any prepayment of the B-1 Term Loans and Lenders holding more than 50% of the aggregate Tranche B-2 Term Loan Exposure may waive, in whole or in part, any prepayment of the B-2 Term Loans, so long as as, in each case, the application, as between such Classes, of any portion of such prepayment which is still required to be made is not altered;. (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 2.16(h), Section 2.16(i) or Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shallwill: (i) increase any Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no . No amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall will constitute an increase in any Revolving Loan Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Loans under Section 2.17 2.13 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Lenders or Revolving Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which type that is being allocated a lesser repayment or prepayment as a result thereof; provided , except that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classestypes of Loans, of any portion of such prepayment which is still required to be made is not altered;; or (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (viiii) amend, modify, terminate or waive any provision of Section 9 the Credit Documents as the same applies to any AgentAgent or Arranger, or any other provision hereof of this Agreement as the same applies to the rights or obligations of any AgentAgent or Arranger, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification Agent or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw CommitmentsArranger, as applicable. (iv) after the earlier to occur of (x) a Qualified IPO of Borrower, and (y) such time when the aggregate outstanding principal amount of Term Loans has been reduced to $150,000,000 or less, amend or waive the terms and provisions (and related definitions) of the covenant set forth in Section 5.4 unless such agreement is in writing and signed by the Revolving Lenders (that are Non-Defaulting Lenders) holding in excess of 50% of the outstanding principal amount of all Revolving Loans or, if no Revolving Loans are then outstanding, in excess of 50% of the outstanding Revolving Loan Commitments. No consent of any other Lenders will be required for the matters addressed in this clause (iv).

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders or Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit DocumentsDocuments (other than the Fee Letter), or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend the definition of “Requisite Class Lenders without the consent of Requisite Class Lenders of each Class; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Restatement Date; (iii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swing Line Sublimit any Credit Extension (whether constituting a Revolving Loan or the Swing Line Loans a Term Loan) without the consent of Swing Line LenderRequisite Class Lenders of the affected Class; (iiiiv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Administrative Agent and the Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank;; or (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to amend the Swing Line Sublimit or the Swing Line Loans definition of “Requisite Class Lenders” without the consent of Swing Line LenderRequisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iii) alter the requirement to make, or the required application of any repayments or prepayments as between Classes pursuant to Sections 2.14 or 2.15 hereof or Section 2.17 7.2 of the Pledge and Security Agreement without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated would receive a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive (A) any obligation of Lenders relating to the purchase of participations in Letters of Credit or Hedge Letter of Credit as provided in Section 2.4(e) or any other provision set forth in Section 2.4 without the written consent of Administrative Agent and of Issuing Bank or (B) the last paragraph of Section 8.1 as it relates to the cash collateralization of letter of credit obligations without the prior written consent of each Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (viivi) amend any provision relating solely to the Delayed Draw Commitments without the written consent definition of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect “Requisite Revolving Lenders” without the consent of such Lender; provided that no amendment, modification or waiver all of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lenderthe Revolving Lenders; or (ixvii) waive any condition to increase the making of any Revolving Loan or Delayed Draw Term Loan Borrowing Base without the consent of a majority in interest all of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableLenders.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between among Classes pursuant to Section 2.17 2.12 or 2.13 without the consent of Lenders holding more than 50% [***] percent ([***]%) of the aggregate Tranche A Initial Term Loan Exposure of all Lenders, Tranche B Lenders or Delayed Draw Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided provided, that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between among Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (viii) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision release all or substantially all of Section 9 the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments Loan Documents without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any each Lender over the amount thereof with Obligations then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lenderoutstanding; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit DocumentsDocuments (excluding the Fee Letters), or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment or Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment or any Term Loan Commitment of any Lender; (ii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each directly and adversely affected Class; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swing Line Sublimit any Credit Extension consisting of a Revolving Loan or the Swing Line Loans a Term Loan without the consent of Swing Line LenderRequisite Class Lenders of such Class of Loans; (iiiiv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.13 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which that is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Administrative Agent and the Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation provision of Lenders relating to this Agreement or the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Secured Hedge Agreements or Cash Management Agreements or the definition definitions of “Lender Counterparty,” ”, “Secured Hedge Agreement,” “Cash Management Agreement,” ”, “Obligations,” ”, or “Secured Obligations” (as such term or any similar term is defined in any applicable relevant Collateral Document) in each case in a manner adverse to any Lender or Lender Counterparty with Obligations then outstanding without the written consent of any such Lender or Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same directly applies to any Agent, or any other provision hereof as the same directly applies to the rights or obligations of any Agent, in each case in any manner adverse to such Agent without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (ia) increase change the voting percentages in the definition of “Requisite Lenders”, “Requisite Revolving Credit Lenders”, “Requisite Class Lenders” or any Revolving Commitment other provision of any Lender over Credit Document (including this Section 10.05) specifying the amount thereof then in effect without the consent number or percentage of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) Lenders required to amend, modifywaive or otherwise modify any rights hereunder and thereunder or make any determination or grant any consent hereunder, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and each Lender, other than to increase such percentage or number or to grant any additional Lender (or group of Issuing BankLenders) additional rights (for the avoidance of doubt, without restricting, reducing or otherwise modifying any existing rights of Lenders) to waive, amend or modify or make any such determination or grant any such consent; (b) release all or substantially all of the Collateral, or subordinate the Liens on the Collateral under the Credit Documents to Liens securing other Indebtedness, in either case, in any transaction or series of related transactions, without the written consent of each Lender; (c) release all or substantially all of the value of the Guarantees without the written consent of each Lender; (1) amend, waive or modify any condition precedent as to any Credit Extension under one or more Classes of Revolving Loan Commitments without written consent of the Requisite Revolving Credit Lenders and (2) amend, waive or otherwise modify any term or provision which directly and adversely affects Lenders under one or more Classes of Commitments and does not directly and adversely affect Lenders under any other Class, in each case, without the written consent of the Requisite Class Lenders under such applicable Class or Classes of Commitments (and in the case of multiple Classes which are affected, such Requisite Class Lenders shall consent together as one Class) (it being understood that any amendment to the conditions (x) of effectiveness of Incremental Commitments set forth in Section 2.24 shall be subject to clause (c)(v) below and (y) to the incurrence of Delayed Draw Term Loans shall be subject to clause (c)(x) below); provided, however, that the waivers described in this clause (iv) shall not require the consent of any Lenders other than (x) the Requisite Revolving Credit Lenders or the Requisite Class Lenders under such Class or Classes, as applicable, and (y) in the case of any waiver that otherwise would be subject to clause (b) above, each Lender or each directly and adversely affected Lender (as specified in clause (b) above) under the applicable Class or Classes of Commitments; (e) amend, waive or otherwise modify any term or provision which directly affects Lenders of one or more Term Loans and does not directly affect Lenders under DOC ID - 36220401.1 any other Class of Term Loans, in each case, without the written consent of the Requisite Class Lenders under such applicable Class of Term Loans (and in the case of multiple Classes which are affected, such Requisite Class Lenders shall consent together as one Class); provided, however, that the waivers described in this clause (v) shall not require the consent of any Lenders other than (x) the Requisite Class Lenders under such applicable Term Loans and (y) in the case of any waiver that otherwise would be subject to clause (b) above, each Lender, each directly affected Lender or each directly and adversely affected Lender (as specified in clause (b) above) under the applicable Class or Classes of Term Loans; (f) unless in writing and signed by each Issuing Bank in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, such Issuing Bank under this Agreement, any other Credit Document or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; provided, however, that this Agreement may be amended to adjust the mechanics related to the issuance of Letters of Credit, including mechanical changes relating to the existence of multiple Issuing Banks, with only the written consent of Administrative Agent, the applicable Issuing Bank and the Borrowers so long as the obligations of the Revolving Credit Lenders, if any, who have not executed such amendment, and if applicable the other Issuing Bank, if any who have not executed such amendment, are not adversely affected thereby; (g) unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Swing Line Lender under this Agreement or any other Credit Document; provided, however, that this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of Administrative Agent, the Swing Line Lenders and the Borrower Representative so long as the obligations of the Revolving Credit Lenders, if any, who have not executed such amendment are not adversely affected thereby; (h) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements Section 6.08 or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,Total Net Leverage Ratio” or “Secured Obligations” any component definition thereof (as defined in any applicable Collateral Document) in each case case, solely as such definition would is used for purposes of Section 6.08 without the prior written consent of the Requisite Revolving Credit Lenders); (i) unless in a manner adverse writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any Lender Counterparty fees or other amounts payable to, Administrative Agent and/or Collateral Agent under this Agreement or any other Credit Document; or (j) amend, waive or otherwise modify any condition precedent set forth in Section 3.02 with Obligations then outstanding respect to the making of Delayed Draw Term Loans without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision the Requisite Class Lenders in respect of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies Delayed Draw Term Commitments. Notwithstanding anything to the rights contrary herein, no Defaulting Lender shall have any right to approve or obligations disapprove any amendment, modification, termination, waiver, supplement or change hereunder (and any amendment, modification, waiver, supplement, termination or change which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Agent, in each case Defaulting DOC ID - 36220401.1 Lender may not be increased or extended without the consent of such Agent; Lender and (viiy) amend any provision relating solely to amendment, modification, supplement, waiver or change requiring the Delayed Draw Commitments without the written consent of all Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase or each affected Lender that by its terms affects any Delayed Draw Commitment of any Defaulting Lender over the amount thereof then in effect without more adversely than other affected Lenders shall require the consent of such Defaulting Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of "Requisite Class Lenders" without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit under this Agreement may be included in the determination of such "Requisite Class Lenders" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; and provided, further, that with the consent of the Requisite Lenders, additional extensions of credit under this Agreement may share in the required applications of any repayments or prepayments pursuant to Section 2.15 with any other Class; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendmentwaiver, modification, termination amendment or waiver other modification of this Agreement or any provision of the other Credit DocumentsDocument, or any consent to any departure by any Credit Party therefrom, shall:: ​ ​ (i) increase any Revolving Commitment waive, amend or otherwise modify the rights or obligations of any Lender over the amount thereof then in effect Agent without the prior written consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any LenderAgent; (ii) amendwaive, modifyamend or otherwise modify the rights or obligations of any Agent, terminate or waive any provision hereof relating to the Swing Line Sublimit Issuing Bank or the Swing Line Loans without the consent of Swing Line Lender; Lender (iii) alter the required application of including any repayments waiver, amendment or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% other modification of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Protective Advances as provided in Section 2.2(b), Letters of Credit as provided in Section 2.4(e2.4(g) or Swing Line Loans as provided in Section 2.3(c)) without the prior written consent of Administrative Agent and of such Agent, such Issuing BankBank or the Swing Line Lender, as the case may be; (viii) amendwaive, amend or otherwise modify this Agreement or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment (in accordance with Section 2.16(f) of Obligations arising under the Credit Documents Documents, on the one hand, and the Designated Pari Hedge Obligations arising under Hedge Agreements or the Designated Pari Cash Management Agreements Services Obligations, on the other, or amend or otherwise modify the definition of the term “Lender Counterparty,” Obligations”, “Designated Hedge Agreement,” Obligations”, “Designated Cash Management Agreement,” Services Obligations”, “Designated Pari Hedge Obligations,”, “Designated Pari Cash Management Services Obligations” or “Secured ObligationsParties” (as defined or any comparable term used in any applicable Collateral Document) ), in each case in a manner adverse to any Lender Counterparty with Secured Party holding Designated Hedge Obligations, Designated Cash Management Services Obligations, Designated Pari Hedge Obligations or Designated Pari Cash Management Services Obligations then outstanding without the written consent of such Secured Party (it being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents or Guaranteed hereunder or thereunder, so long as such amendment or other modification by its express terms does not alter the Designated Hedge Obligations, Designated Cash Management Services Obligations, Designated Pari Hedge Obligations or Designated Pari Cash Management Services Obligations being so secured or Guaranteed, shall not be deemed to be adverse to any such Lender CounterpartySecured Party holding Designated Hedge Obligations, Designated Cash Management Services Obligations, Designated Pari Hedge Obligations or Designated Pari Cash Management Services Obligations, as the case may be); (viiv) amendwaive, modify, terminate amend or waive otherwise modify this Agreement (A) to increase any provision advance rates set forth in the definition of Section 9 as the same applies to any Agentterm “Borrowing Base”, or to add categories of eligible assets other than Eligible Receivables, Eligible Unbilled Receivables or Eligible Inventory, without the prior written consent of each Lender or (B) otherwise to modify the definition of the term “Borrowing Base” or any component definition thereof in a manner that has the effect of increasing borrowing availability in any material respect (other provision hereof as than modifications to eligibility criteria or Reserves implemented by the same applies Administrative Agent in the manner and to the rights extent expressly provided herein), without the prior written consent of the Supermajority Lenders (it being understood that nothing in this clause (v) shall impair the ability of the Administrative Agent to make Protective ​ Advances or obligations of any AgentOut-of-Formula Loans in accordance with Section 2.2 and Section 2.15, in each case respectively); or (v) waive, amend or otherwise modify Section 2.16(f) without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any each Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableadversely affected thereby.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Existing Term Loan Commitments, the Existing Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may (A) waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not alteredaltered or (B) permit additional extensions of credit to share ratably in any repayment or prepayment pursuant to Section 2.15; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification modifica- tion or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No Subject to Section 10.5(d), no amendment, modification, termination or waiver of any provision of the Credit DocumentsNote Documents (excluding the Fee Letter), or consent to any departure by any Credit Note Party therefrom, shall: (i) increase any Revolving Commitment amend the definition of any Lender over the amount thereof then in effect “Requisite Class Purchasers” without the consent of Requisite Class Purchasers of each directly and adversely affected Class; provided, with the consent of Requisite Purchasers, additional extensions of credit pursuant hereto may be included in the determination of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender“Requisite Class Purchasers” on substantially the same basis as the Commitments and the Notes are included on the Closing Date; (ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swing Line Sublimit or the Swing Line Loans any issuance of Notes without the consent of Swing Line LenderRequisite Class Purchasers of such Class of Notes; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, Requisite Class Purchasers of each Class which that is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders Purchasers may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation provision of Lenders relating to this Agreement or the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Note Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition definitions of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as such term or any similar term is defined in any applicable relevant Collateral Document) in each case in a manner adverse to any Lender Counterparty Purchaser with Obligations Notes then outstanding without the written consent of any such Lender Counterparty;Purchaser; or (viv) amend, modify, terminate or waive any provision of Section 9 as the same directly or indirectly applies to any Collateral Agent, or any other provision hereof as the same directly or indirectly applies to the rights or obligations of any Collateral Agent, in each case in any manner adverse to Collateral Agent without the consent of such Collateral Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment without the consent of such Lender; provided provided, that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments (but not, for the avoidance of doubt, any scheduled amortization payment) as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 5050.0% of the aggregate Tranche A Term Loan Exposure of all Lenders, Foreign Tranche B Term Loan Exposure of all Lenders, New U.S. Tranche B Term Loan Exposure of all Lenders, Lenders or Revolving Exposure of all Lenders or Incremental Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided provided, that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of the Administrative Agent and of the Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Agreement or any Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Document so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments condition for Credit Extensions set forth in Section 3.02 without the written consent of Lenders holding a majority in aggregate principal amount more than 50% of the Delayed Draw Commitmentsaggregate Revolving Exposure of all Lenders; (viii) increase amend, modify, terminate or waive any Delayed Draw Commitment provision hereof that would materially, disproportionately and adversely affect the Lenders holding Revolving Commitments or the obligation of the Foreign Borrower to make any Lender over the amount thereof then in effect payment of Revolving Loans without the consent of Lenders holding more than 50% of the aggregate Revolving Exposure of all Lenders (or if such Lender; provided that no amendment, modification or waiver affects only the Revolving Loans, 50% of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lenderthe aggregate Revolving Exposure); or (ix) except to the extent expressly addressed in another clause of this Section 10.05, amend, modify, terminate or waive any condition to provision hereof that would materially, disproportionately and adversely affect the making obligation of any Revolving Loan or Delayed Draw Borrower to make payment of Term Loan Loans without the consent of a majority in interest Lenders holding more than 50.0% of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableaggregate Term Loans of all Lenders.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender[Reserved]; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 or Section 7.3 of the Pledge and Security Agreement without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders or Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Secured Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Secured Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No Subject to the terms of the Intercreditor Side Letter, no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party Company or Holdings therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to any Credit Extension of the Swing Line Sublimit or the Swing Line Loans Class A Revolving Lenders without the consent of Swing Line Lender; (iii) alter the required application of any repayments Class A Requisite Lenders; or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation provision of Section 3.2(a) with regard to any Credit Extension of the Class B Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent the Requisite Class B Revolving Lenders; (iii) amend the definitions of “Eligibility Criteria” or “Eligible Receivables Obligor” or amend any portion of Appendix C without the consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; EAST\148781874.9 (iv) amend or modify any provision of Issuing BankSections 2.11, other than Sections 2.11(c)(vii) and 2.11(d), without the consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; (v) amend, amend or modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment any provision of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding Section 7.1 without the written consent of each of the Requisite Class A Revolving Lenders and the Requisite Class B Revolving Lenders; provided, however, that, notwithstanding the foregoing, any such Lender Counterparty;waiver of the occurrence of a Default or an Event of Default shall only require the consent of the Requisite Lenders; or (vi) amend, modify, terminate or waive any provision of Section 9 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to . In the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment event of any Lender over the amount thereof then in effect amendment or waiver of this Agreement without the consent of the Collateral Agent or Paying Agent, the Company shall promptly deliver a copy of such Lender; provided that no amendment, modification amendment or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without Collateral Agent and the consent of a majority in interest of Paying Agent upon the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableexecution thereof.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Closing Date Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or New Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Excluded Hedge Obligations,” “Lender Counterparty,” “Hedge Agreement,” “Cash Management AgreementObligations,” “Qualified ECP Guarantor,” “REC Hedge,” “Secured Obligations,” or “Secured Swap Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 the Credit Documents as the same applies to any AgentAgent or Arranger, or any other provision hereof as the same applies to the rights or obligations of any AgentAgent or Arranger, in each case without the consent of such Agent;Agent or Arranger, as applicable; or (vii) amend any provision relating solely to Section 1.5(b) or the Delayed Draw Commitments definition of “Alternative Currency” without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such each Revolving Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders or Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Secured Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Secured Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 Article 10 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase change the voting percentages in the definition of “Requisite Lenders”, “Requisite Revolving Credit Lenders”, “Requisite Class Lenders” or any Revolving Commitment other provision of any Lender over Credit Document (including this Section 10.05) specifying the amount thereof then in effect number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder and thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, other than to increase such Lender; provided that no amendmentpercentage or number or to grant any additional Lender (or group of Lenders) additional rights (for the avoidance of doubt, modification without restricting, reducing or waiver otherwise modifying any existing rights of Lenders) to waive, amend or modify or make any condition precedent, covenant, Default such determination or Event of Default shall constitute an increase in grant any Revolving Commitment of any Lendersuch consent; (ii) amendrelease all or substantially all of the Collateral, modifyor subordinate the Liens on the Collateral under the Credit Documents to Liens securing other Indebtedness, terminate in either case, in any transaction or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans series of related transactions, without the written consent of Swing Line each Lender; (iii) alter the required application of any repayments release all or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% substantially all of the aggregate Tranche A Term Loan Exposure value of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) Guarantees without the written consent of Administrative Agent each Lender; (1) amend, waive or modify any condition precedent as to any Credit Extension under one or more Classes of Revolving Loan Commitments without written consent of the Requisite Revolving Credit Lenders and (2) amend, waive or otherwise modify any term or provision which directly and adversely affects Lenders under one or more Classes of Issuing BankCommitments and does not directly and adversely affect Lenders under any other Class, in each case, without the written consent of the Requisite Class Lenders under such applicable Class or Classes of Commitments (and in the case of multiple Classes which are affected, such Requisite Class Lenders shall consent together as one Class) (it being understood that any amendment to the conditions (x) of effectiveness of Incremental Commitments set forth in Section 2.24 shall be subject to clause (c)(v) below and (y) to the incurrence of Delayed Draw Term Loans shall be subject to clause (c)(x) below); provided, however, that the waivers described in this clause (iv) shall not require the consent of any Lenders other than (x) the Requisite Revolving Credit Lenders or the Requisite Class Lenders under such Class or Classes, as applicable, and (y) in the case of any waiver that otherwise would be subject to clause (b) above, each Lender or each directly and adversely affected Lender (as specified in clause (b) above) under the applicable Class or Classes of Commitments; (v) amend, waive or otherwise modify any term or waive this Agreementprovision which directly affects Lenders of one or more Term Loans and does not directly affect Lenders under any other Class of Term Loans, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding case, without the written consent of any the Requisite Class Lenders under such Lender Counterparty; applicable Class of Term Loans (viand in the case of multiple Classes which are affected, such Requisite Class Lenders shall consent together as one Class); provided, however, that the waivers described in this clause (v) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without shall not require the consent of any Lenders other than (x) the Requisite Class Lenders under such Agent; applicable Term Loans and (viiy) amend any provision relating solely to in the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment case of any waiver that otherwise would be subject to clause (b) above, each Lender, each directly affected Lender over the amount thereof then or each directly and adversely affected Lender (as specified in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or clause (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.b)

Other Consents. No Subject to Section 10.5(d), no amendment, modification, termination or waiver of any provision of the Credit DocumentsDocuments (excluding the Fee Letter), or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each directly and adversely affected Class; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swing Line Sublimit any Credit Extension consisting of a Revolving Loan or the Swing Line Loans a Term Loan without the consent of Swing Line LenderRequisite Class Lenders of such Class of Loans; (iiiiv) amend, modify, terminate, or waive any provision hereof directly relating to the Letter of Credit Sublimit or any Letter of Credit without the consent of Issuing Bank; (v) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which that is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Administrative Agent and the Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered; (ivvi) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.3(e) without the written consent of Administrative Agent and of Issuing Bank; (vvii) amend, modify modify, or waive any provision of this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Secured Hedge Agreements or Cash Management Agreements or the definition definitions of “Lender Counterparty,” ”, “Secured Hedge Agreement,” “Cash Management Agreement,” ”, “Obligations,” or “Secured Obligations” (as such term or any similar term is defined in any applicable relevant Collateral Document) in each case in a manner adverse to any Lender or Lender Counterparty with Obligations then outstanding without the written consent of any such Lender or Lender Counterparty; (vi) amend, modify, terminate ; or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.​

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that PROVIDED, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of "REQUISITE CLASS LENDERS" without the consent of Requisite Class Lenders of each Class; PROVIDED, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such "REQUISITE CLASS LENDERS" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that PROVIDED, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent;; or (viivi) amend amend, modify, terminate or waive any provision obligation of Lenders relating solely to the Delayed Draw Commitments purchase of participations in Letters of Credit as provided in Section 2.23(e) without the written consent of Lenders holding a majority in aggregate principal amount Administrative Agent and of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableIssuing Bank.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the written consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the written consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the written consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders or Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders or Swing Line Lender, or the rights, duties or obligations of Issuing Bank, or amend or modify the terms of the Swing Line Loans, in each case to the extent relating to the Letters of Credit (including the purchase of participations in Letters of Credit as provided in Section 2.4(e) or the making of Swing Line Loans as provided in Section 2.4(d)), without the written consent of Administrative Agent and Issuing Bank; or reduce the Swing Line Sublimit without the written consent of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;; or (viivi) amend amend, modify, terminate or waive any provision relating solely of this Agreement as the same applies to Arranger or the Syndication Agent, respectively, or any other provision hereof as the same applies to the Delayed Draw Commitments rights or obligations of Arranger or the Syndication Agent, respectively, in each case without the written consent of Lenders holding a majority in aggregate principal amount of Arranger or the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendmentSyndication Agent, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicablerespectively.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without Required Lenders and the consent of Lenders holding more than 50% a majority of the aggregate Tranche A Term Loan Exposure Commitments or Advances outstanding under such Facility, (A) change the order of all Lendersapplication of any reduction in the Commitments or any prepayment of Advances among the Facilities from the application thereof set forth in the applicable provisions of Section 2.04 of this Agreement or Section 4.1 or 5.2 of the Intercreditor Agreement, Tranche B Term Loan Exposure in any manner that disproportionately affects the Lender Parties differently from the other Lender Parties or other Secured Parties or (B) otherwise disproportionately affect the obligation of all Lenders, New Term Loan Exposure the Borrowers to make any payment of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment the Advances to the Lender Parties from other Lender Parties or prepayment as a result thereofother Secured Parties; provided that Requisite the Required Lenders may waive, in whole or in part, any prepayment so long as the application, application as between ClassesFacilities, of any portion of such prepayment which is still required to be made is not altered; (iii) amend, modify, terminate or waive the provisions governing the reimbursement of Letters of Credit as provided in Section 3.04 without the written consent of the Administrative Agent, the applicable Issuing Bank and each Revolving Lender; (iv) amend, modify, terminate or waive any obligation the provisions governing the reimbursement of Lenders relating to the purchase of participations in Letters of Credit Swingline Advances as provided in Section 2.4(e2.02(b) without the written consent of the Administrative Agent and of Issuing Bank;the applicable Swingline Lender; or (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 Article IX as the same applies to any AgentAgent or the Depositary, or any other provision hereof of any Loan Document as the same applies to the rights rights, powers, privileges or obligations of any Agentsuch Agent or the Depositary, in each case without the consent of such Agent; (vii) amend any provision relating solely to Agent or the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw CommitmentsDepositary, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Financing Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Working Capital Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Working Capital Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without Required Lenders and the consent of Lenders holding more than 50% a majority of the aggregate Tranche A Commitments or Credit Extensions outstanding under such Credit Facility, (A) change the order of application of any reduction in the Commitments or Synthetic Deposits or any prepayment of Credit Extensions among the Credit Facilities from the application thereof set forth in the applicable provisions of Section 2.1.10 or 2.1.11 of this Agreement and any Collateral Agency and Intercreditor Agreement, in any manner that disproportionately affects the Secured Parties under the Term Loan Exposure Facility, the Working Capital Facility or the Synthetic LC Facility, as the case may be, differently from the other Secured Parties or other Secured Parties or (B) otherwise disproportionately affect the obligation of all Lenders, Tranche B the Borrower to make any payment of the Credit Extensions to the Secured Parties under the Term Loan Exposure of all LendersFacility, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lendersthe Working Capital Facility or the Synthetic LC Facility, as applicablethe case may be, of each Class which is being allocated a lesser repayment from other Secured Parties or prepayment as a result thereofother Secured Parties; provided that Requisite the Required Lenders may waive, in whole or in part, any prepayment so long as the application, application as between ClassesCredit Facilities, of any portion of such prepayment which is still required to be made is not altered; (iviii) amend, modify, terminate or waive any obligation of the Working Capital Lenders or the Synthetic LC Lenders, as the case may be, relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) 2.2.5 without the written consent of the Administrative Agent and of the applicable Issuing Bank;; or (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (viiv) amend, modify, terminate or waive any provision of Section 9 Article VII as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any such Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that PROVIDED, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of "REQUISITE CLASS LENDERS" without the consent of Requisite Class Lenders of each Class; PROVIDED, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such "REQUISITE CLASS LENDERS" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Effective Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that PROVIDED, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent;, in each case without the consent of such Agent; or (viivi) amend amend, modify, terminate or waive any provision obligation of Lenders relating solely to the Delayed Draw Commitments purchase of participations in Letters of Credit as provided in Section 2.23(e) without the written consent of Lenders holding a majority in aggregate principal amount Administrative Agent and of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableIssuing Bank.

Other Consents. No Subject to Section 10.5(e), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase amend, modify, or waive any Revolving Commitment provision of this Agreement or the Collateral Documents so as to alter the ratable treatment of Obligations arising under the Credit Documents or the definitions of “Obligations” or “Secured Obligations” (as such term or any similar term is defined in any relevant Collateral Document) in each case in a manner adverse to any Lender with Obligations then outstanding without the written consent of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 Document as the same applies to any Agent, directly or any other provision hereof as the same indirectly applies to the rights or obligations of any Agent, in each case in any manner adverse to such Agent without the consent of such Agent; (viiiii) amend or modify this Agreement or the Collateral Documents so as to alter the treatment of the Subsidiaries such that any provision relating solely Subsidiaries currently subject to the Delayed Draw provisions hereof would be “unrestricted” or otherwise excluded from the requirements applicable to Subsidiaries pursuant to this Agreement without the prior written consent of each Lender directly and adversely affected thereby; (iv) make any change or modification that would authorize additional Commitments or the incurrence of additional Indebtedness that would be issued under this Agreement in contemplation of or for the purpose of influencing any voting threshold, in each case, without the prior written consent of each Lender directly and adversely affected thereby; or (v) amend or modify the definition of “Material Intellectual Property” or Section 6.14 without the written consent of Lenders having or holding a majority in aggregate principal amount Term Loan Exposure representing more than 75% of the Delayed Draw Commitments; aggregate Term Loan Exposure of all Lenders (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendmentif there are three or more Lenders, modification such written consent shall be of three or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicablemore unaffiliated Lenders).

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(b) without the written consent of the Administrative Agent and of the Issuing Bank; (viii) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agreement or the Swiss Security Documents, any other Loan Document so as to alter the ratable treatment of Secured Obligations arising under the Credit Loan Documents and Secured Obligations arising under Secured Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Secured Hedge Agreement,” “Cash Management AgreementSecured Swap Counterparty ,” “Obligations,” or “Secured Obligations” (as defined resulting in the Secured Obligations under Secured Hedge Agreements being junior in right of payment to principal on the Revolving Loans or resulting in the Secured Obligations owing to any applicable Collateral Document) Lender Counterparty under any Secured Hedge Agreement becoming unsecured, in each case in a manner adverse to any Lender Counterparty with Secured Obligations then outstanding without the written consent of any such Lender Counterparty or in the case of Secured Hedge Agreements with any Secured Swap Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of the Lender or Affiliate of a Lender which provided or arranged such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any LenderSecured Hedge Agreement; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend the definition of “Required Class Lenders without the consent of Required Class Lenders of each such Class; provided, with the consent of Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Required Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swing Line Sublimit any Credit Extension (whether constituting a Revolving Loan or the Swing Line Loans a Term Loan) without the consent of Swing Line LenderRequired Class Lenders of the affected Class; (iiiiv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 or Section 2.15 without the consent of Required Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite provided, Agent and the Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.3(d) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;L/C Issuer; or (vi) amend, modify, terminate or waive any provision of Section 9 Article IX as the same applies to any Agent or Service Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent or Service Agent, in each case without the consent of such Agent or Service Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans or the rights and obligations of the Swing Line Lender hereunder without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the Loans and Commitments of each Class that is receiving a lesser payment; provided, Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment of the Term Loans so long as the application, as between Classes, application of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of the Issuing Bank or alter the rights and obligations of the Issuing Bank hereunder without the consent of such Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or and Cash Management Agreements or the definition of “Cash Management Bank,” “Cash Management Agreement,” “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Cash Management Bank or Lender Counterparty with Obligations pursuant to Cash Management Agreements or Hedge Agreements then outstanding without the written consent of any such Cash Management Bank or Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 2.16(h), Section 2.16(i) or Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend amend, modify, terminate or waive any provision relating solely to of Section 10.5(b) or this Section 10.5(c) or any other provision of this Agreement that expressly provides that the Delayed Draw Commitments consent of all Lenders or each Affected Lenders is required without the written consent of all Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitmentsor each such Affected Lender, as applicable; (viii) increase any Delayed Draw Commitment amend the definition of any Lender over the amount thereof then in effect “Requisite Lenders,” “Requisite Revolving Lenders” or “Pro Rata Share” without the consent of such Lenderall Lenders; provided that no amendmentprovided, modification with the consent of Requisite Lenders, or waiver pursuant to 2.24 or 2.25, additional extensions of any condition precedentcredit pursuant hereto may be included in the determination of “Requisite Lenders,” “Requisite Revolving Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, covenantthe Tranche B-1 Term B Loans, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lenderthe Revolving Commitments and the Revolving Loans are included on the ClosingAmendment No. 2 Effective Date; or (ix) waive any condition to release all or substantially all of the making Collateral or all or substantially all of any Revolving Loan or Delayed Draw Term Loan the Guarantors from the Guaranty, except as expressly provided in the Credit Documents, without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.all Lenders;

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders and Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” ”, “Hedge Agreement,” “Cash Management Agreement,” ”, “Obligations,” ”, or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iii) amend, modify, terminate or waive any provision hereof relating of Section 3.02(a) with regard to the Swing Line Sublimit any Credit Extension (whether constituting a Revolving Loan or the Swing Line Loans a Term Loan) without the consent of Swing Line LenderRequisite Class Lenders of the affected Class; (iiiiv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Administrative Agent and the Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended any provision of any subordination and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case intercreditor agreement in a manner that would be adverse to the Lenders in any Lender Counterparty with Obligations then outstanding material respect without the written consent of any such Lender Counterparty;Requisite Lenders; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to (x) the U.S. Swing Line Sublimit or the U.S. Swing Line Loans without the consent of the U.S. Swing Line Lender, (y) the Canadian Swing Line Sublimit or the Canadian Swing Line Loans without the consent of the Canadian Swing Line Lender, or (z) the European Swing Line Sublimit or the European Swing Line Loans without the consent of the European Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 5050.0% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan the Revolving Exposure of all Lenders, New Lenders or the Incremental Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided provided, that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of the Administrative Agent and of the Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Agreement or any Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Document so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments condition for Credit Extensions set forth in Section 3.02 without the written consent of applicable Lenders holding a majority in aggregate principal amount more than 50.0% of the Delayed Draw Commitmentsaggregate U.S. Revolving Exposure, 50.0% of the aggregate Canadian Revolving Exposure, 50.0% of the aggregate European Revolving Exposure or 50.0% of the aggregate Hong Kong Revolving Exposure, as applicable; (viiii) increase any Delayed Draw the Commitment or Loan of any Defaulting Lender over may not be increased or extended and the amount thereof then principal of any Loan of a Defaulting Lender may not be reduced, in effect each case without the consent of such Lender; provided that no amendmentLender and (ii) any waiver, amendment or modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without requiring the consent of a majority in interest all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableeach such Defaulting Lender.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such LenderLender (including, for the avoidance of doubt, the reinstatement of any Revolving Commitment which has been terminated or reduced pursuant to Section 2.26); provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of Requisite Class Lenders without the consent of each Lender of the Class affected by such amendment; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such Requisite Class Lenders on substantially the same basis as the Term Loans, the Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.30 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) subordinate the Liens on the Collateral securing any of the Obligations or subordinate the right of payment of the Obligations (in each case, as such definitions were in effect on the Closing Date) without the written consent of each Lender; (vi) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) 2.11 without the written consent of Administrative Agent and of the Issuing Bank or otherwise amend, modify, terminate or waive any provision hereof relating to the Issuing Bank or the Letters of Credit without the consent of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vivii) amend, modify, terminate or waive any provision of Section 9 Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (viiviii) amend amend, modify, terminate or waive any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority Section 3.02 in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment respect of any Lender over Credit Date following the amount thereof then in effect Closing Date without the consent of such Lender; provided that no amendment, modification or waiver Requisite Class Lenders of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any LenderLenders holding Revolving Commitments; or (ix) amend, modify, terminate or waive any condition to the making provision of this Section 10.04 or any other provision of any Revolving Loan Document specifying the number or Delayed Draw Term Loan percentage of Lenders required to amend, waive or otherwise modify any rights hereunder without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableeach Lender.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party Borrower therefrom, shall: (i) increase any Revolving the Commitment of any Lender Bank over the amount thereof then in effect without the consent of such LenderBank; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any LenderBank; (ii) increase the aggregate Commitments over the amount thereof then in effect without the consent of Required Banks; (iii) amend the definition of Required Banks without the consent of Required Banks; provided, subject to §25(b)(viii), additional extensions of credit pursuant hereto may be included in the determination of such Required Banks on substantially the same basis as the Commitments are included on the Closing Date; (iv) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit issuance of any Letters of Credit or the Swing Line Loans Letters of Credit without the consent of Swing Line Lendereach LC Issuer; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation of Lenders Banks relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e§2.1(d) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;LC Issuer; or (vi) amend, modify, terminate or waive the amount or timing of payment of any fee or other amount payable to Agent for its own account, any provision of Section 9 §14 as the same applies to any Agent, or any other provision hereof or of any other Credit Document as the same applies to the rights or obligations of any Agent, in each case without the consent of Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon Borrower shall entitle Borrower to other or further notice or demand in similar or other circumstances. In the event any Bank fails to expressly grant or deny any consent, amendment or waiver sought under this Agreement within ten (10) days of a written request therefor submitted by Agent or Agent’s Special Counsel, such Agent; (vii) amend any provision relating solely Bank shall be deemed to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment have granted to Agent an irrevocable proxy with respect to such specific matter. The right of any Lender over the amount thereof then in effect without the Bank to consent under subsections (a) and (b) of such Lender; provided that no amendmentthis §25 shall not apply to a Defaulting Bank, modification or waiver except for purposes of any condition precedent, covenant, Default or Event subsections (a)(v) and (b)(i) of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicablethis §25.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of the applicable Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent;; or (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in holders of 66 2/3% of the aggregate principal amount of the Delayed Draw Commitments; any Class of Loans outstanding, waive, reduce or postpone any scheduled repayment (viiibut not prepayment) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableClass.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall:: US-DOCS\106883637.15 (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to (x) the U.S. Swing Line Sublimit or the U.S. Swing Line Loans without the consent of the U.S. Swing Line Lender, (y) the Canadian Swing Line Sublimit or the Canadian Swing Line Loans without the consent of the Canadian Swing Line Lender, or (z) the European Swing Line Sublimit or the European Swing Line Loans without the consent of the European Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 5050.0% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan the Revolving Exposure of all Lenders, New Lenders or the Incremental Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided provided, that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of the Administrative Agent and of the Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Agreement or any Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Document so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments condition for Credit Extensions set forth in Section 3.02 without the written consent of applicable Lenders holding a majority in aggregate principal amount more than 50.0% of the Delayed Draw Commitmentsaggregate U.S. Revolving Exposure, 50.0% of the aggregate Canadian Revolving Exposure, 50.0% of the aggregate European Revolving Exposure or 50.0% of the aggregate Hong Kong Revolving Exposure, as applicable; (viiii) increase any Delayed Draw the Commitment or Loan of any Defaulting Lender over may not be increased or extended and the amount thereof then principal of any Loan of a Defaulting Lender may not be reduced, in effect each case without the consent of such Lender; provided that no amendmentLender and (ii) any waiver, amendment or modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without requiring the consent of a majority in interest all Lenders or each affected Lender that by its terms affects any US-DOCS\106883637.15 Defaulting Lender more adversely than other affected Lenders shall require the consent of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableeach such Defaulting Lender.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment or Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that that, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment or Term Loan Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Swingline Sublimit or the Swing Line Swingline Loans without the consent of Swing Line Swingline Lender; (iii) amend the definition of "Requisite Class Lenders" without the consent of Requisite Class Lenders of each Class; provided that, additional extensions of credit approved by the Requisite Lenders or permitted to be incurred pursuant to Section 6.2(f) or 6.2(j) may be included in the determination of such "Requisite Class Lenders" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans, as the case may be, are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which that is being allocated a lesser repayment or prepayment as a result thereof; provided that that, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which that is still required to be made is not altered; and provided further that, notwithstanding the foregoing, such application may be modified (including pursuant to Sections 6.2(f), 6.2(j) and 9.5(e)) to permit additional extensions of credit constituting (x) term loans to share ratably with the Term Loans in the application of repayments or prepayments pursuant to Section 2.15 with the consent of Requisite Lenders or in connection with additional extensions of credit permitted under Section 6.2(f) or 6.2(j), or (y) revolving loans to share ratably with the Revolving Loans in the application of repayments or prepayments pursuant to Section 2.15 with the consent of the Requisite Lenders or in connection with additional extensions of credit permitted under Section 6.2(f) or 6.2(j); (ivv) amend, modify, terminate or waive any obligation of the Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 8 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such LenderLender or Letter of Credit Issuance Commitment of any L/C Issuer over the amount thereof in effect without the consent of such L/C Issuer; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any LenderLender or Letter of Credit Issuance Commitment of any L/C Issuer, as applicable; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of the Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.16 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders or Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.3(b)(ii) and Section 2.3(c)(iii) without the written consent of Administrative Agent and of Issuing Bankeach L/C Issuer; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agreement or the Swiss Security Documents, any Collateral Document so as to alter the ratable treatment of Obligations arising under the Credit Documents Documents, the APLP Obligations and Obligations arising under Hedge Agreements or Cash Management Permitted Secured Commodity Hedge Agreements or the definition of “Lender Counterparty,” “Lender Commodity Hedge Counterparty,” “Hedge Agreement,” “Cash Management Interest Rate Agreement,” “Currency Agreement,” “Commodity Hedge Agreement,” “Permitted Secured Commodity Hedge Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) or Section 8.1 with respect to acceleration of any Obligations arising under Hedge Agreements or Permitted Secured Commodity Hedge Agreements, in each case in a manner adverse to any Lender Counterparty or Lender Commodity Hedge Counterparty, as applicable, with Obligations then outstanding without the written consent of any such Lender Counterparty or Lender Commodity Hedge Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.;

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that PROVIDED, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of "REQUISITE CLASS LENDERS" without the consent of Requisite Class Lenders of each Class; PROVIDED, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such "REQUISITE CLASS LENDERS" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that , PROVIDED, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank;; or (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority , in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect each case without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicableAgent.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to (x) the U.S. Swing Line Sublimit or the U.S. Swing Line Loans without the consent of the U.S. Swing Line Lender, or (y) the Canadian Swing Line Sublimit or the Canadian Swing Line Loans without the consent of the Canadian Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 5050.0% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Revolving Exposure of all Lenders, Revolving Lenders or Incremental Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided provided, that Requisite Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of the Administrative Agent and of the Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Agreement or any Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Document so as to alter the ratable treatment of Obligations arising under the Credit Loan Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.| ||

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Existing Term Loan Commitments, the Existing Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (va) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agreement or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and and/or Secured Obligations arising under Hedge Agreements or Cash Management Agreements Secured Treasury Services Agreements, on the one hand, and Secured Obligations arising under Secured Hedging Agreements, on the other, or the definition of “Lender Counterparty,” Hedge Bank”, “Hedge Hedging Agreement,” ”, “Cash Management Secured Hedging Agreement,” “Obligations,”, “Secured Obligations”, “Noticed Secured Hedging Agreement”, “Noticed Secured Hedging Agreement Reserve” or “Secured Obligations” (as defined in any applicable Collateral Document) Reserve”, in each case in a manner adverse to any Lender Counterparty Hedge Bank with Secured Obligations then outstanding without the written consent of any such Lender Counterparty; Hedge Bank or (vib) amend, modify, terminate modify or waive any provision this Agreement or the Security Agreement so as to alter the ratable treatment of Section 9 as Obligations and/or Secured Obligations arising under Secured Hedging Agreements, on the same applies to any Agentone hand, and Secured Obligations arising under Secured Treasury Services Agreements, on the other, or any other provision hereof as the same applies to the rights definition of “Treasury Services Agreement”, “Treasury Services Provider”, “Secured Treasury Services Agreement”, “Obligations”, “Secured Obligations”, “Noticed Secured Treasury Services Agreements”, “Noticed Secured Treasury Services Agreements Reserve” or obligations of any Agent“Reserve”, in each case in a manner adverse to any Treasury Services Provider with Secured Obligations then outstanding without the consent of any such AgentTreasury Services Provider; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing BankLender; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of "REQUISITE CLASS LENDERS" without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such "REQUISITE CLASS LENDERS" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (vvi) amend, modify extend the length of any LIBOR Period or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents provide for nine month or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding twelve month LIBOR Periods without the written consent of any such each Lender Counterparty;affected thereby; or (vivii) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swing Line Sublimit any Credit Extension (whether constituting a Revolving Loan or the Swing Line Loans a Term Loan) without the consent of Swing Line LenderRequisite Class Lenders of the affected Class; (iiiiv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Administrative Agent and the Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank;; or (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Lenders or Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e2.04(e) without the written consent of Administrative Agent and of each Issuing BankBank or otherwise amend, modify, terminate or waive any provision hereof relating to the Letter of Credit Sublimit or Letters of Credit without the written consent of each Issuing Bank adversely affected thereby; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agreement or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Secured Hedge Agreements or and Cash Management Agreements or the definition of “Lender Counterparty,” “Secured Hedge Agreement,” “Cash Management Agreement,” ”, “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or -------------- waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Tranche B Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any -------- condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Tranche B Term Loan Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to amend the Swing Line Sublimit or the Swing Line Loans definition of "Requisite Class Lenders" without the consent of Swing Line LenderRequisite Class Lenders of each Class affected by such amendment; provided, with the consent of the Requisite Lenders, -------- additional extensions of credit pursuant hereto may be included in the determination of such "Requisite Class Lenders" on substantially the same basis as the Tranche A Term Loans, the Tranche B Term Loan Commitments, and the Tranche B Term Loans, are included on the Closing Date; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.13 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any -------- prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating conditions to the purchase of participations in Letters of Credit as provided or limitations with respect to borrowing Tranche B Term Loans set forth in Section 2.4(e3.2 (including, for such purposes of this clause (iv), any amendment, waiver or termination of a condition or covenant referenced in Section 3.2), Section 2.2(a) or any other provisions of this Agreement without the written consent of Administrative Agent and the holders of Issuing Bank;66-2/3% of the Tranche B Term Loan Commitments; and (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 or Section 10 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.. 101

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Loan Documents, or consent to any departure by any Credit Loan Party therefrom, shall: (i) increase any the Revolving Commitment of any Revolving Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) increase the aggregate Revolving Commitments or the aggregate Term Loan Commitments over the amount thereof then in effect without the consent of the Requisite Class Lenders (other than pursuant to and in accordance with §2.9); (iii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit Commitment or the Swing Line Loans without the consent of Swing Line Lender; (iiiiv) amend the definition of Requisite Class Lenders or Applicable Approval Percentage without the consent of Requisite Class Lenders of each Class; provided, subject to §27(b)(viii), additional extensions of credit pursuant hereto may be included in the determination of such Requisite Class Lenders on substantially the same basis as the Term Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (v) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 §3.4 or §12.5 of this Agreement or pursuant to any other Loan Document without the unanimous consent of all Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Class Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivvi) amend, modify, terminate or waive any obligation of Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e§2.10(d) without the written consent of Administrative Agent and of Issuing BankAgent; (vvii) amendwaive any condition precedent to the initial Loans on the Closing Date, modify for which it is expressly provided in such Section that satisfaction of such condition is to be acceptable to or waive this Agreementapproved by Agent, without the Second Amended consent of Agent, and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse such event it shall not be necessary to any Lender Counterparty with Obligations then outstanding without obtain the written consent of any other Lender to such Lender Counterparty;waiver; or (viviii) amend, modify, terminate or waive the amount or timing of payment of any fee payable to Agent for its own account, any provision of Section 9 §14 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (viiix) amend any provision relating solely modification to the Delayed Draw Commitments require a Revolving Lender to fund a pro rata share of a request for a Revolving Loan made by Borrower other than based on its applicable Required Commitment Percentage, or to require a Term Lender to fund a pro rata share of a request for a Term Loan made by Borrower other than based on its applicable Term Commitment Percentage, without the written unanimous consent of all Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of Class affected by such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any LenderLenders; or (ixx) waive any condition amendment which would disproportionately affect the obligation of Borrower or any Loan Party to make payment of the making of any Revolving Loan Loans or Delayed Draw the Term Loan Loans shall not be effective without the consent unanimous approval of all Lenders of the Class affected by such modification. Borrower and each of the other Loan Parties agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank or Agent in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of Borrower hereunder. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon Borrower or the other Loan Parties shall entitle Borrower or any other Loan Party to other or further notice or demand in similar or other circumstances. In the event any Lender fails to expressly grant or deny any consent, amendment or waiver sought under this Agreement within ten (10) days of a majority in interest of the Lenders holding Revolving Commitments written request therefor submitted by Agent or Delayed Draw CommitmentsAgent’s Special Counsel, as applicablesuch Lender shall be deemed to have granted to Agent an irrevocable proxy with respect to such specific matter.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of "Requisite Class Lenders" without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such "Requisite Class Lenders" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being would be allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment which would, by its terms, be paid to more than one Class of Lenders so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent Agents and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.. 106

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans or the rights and obligations of the Swing Line Lender hereunder without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the Loans and Commitments of each Class that is receiving a lesser payment; provided, Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment of the Term Loans so long as the application, as between Classes, application of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of the Issuing Bank or alter the rights and obligations of the Issuing Bank hereunder without the consent of such Issuing Bank; (v) amend, modify or waive this Agreement, Agreement or the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or and Cash Management Agreements or the definition of “Cash Management Bank,” “Cash Management Agreement,” “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Cash Management Bank or Lender Counterparty with Obligations pursuant to Cash Management Agreements or Hedge Agreements then outstanding without the written consent of any such Cash Management Bank or Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 2.16(h), Section 2.16(i) or Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend amend, modify, terminate or waive any provision relating solely to of Section 10.5(b) or this Section 10.5(c) or any other provision of this Agreement that expressly provides that the Delayed Draw Commitments consent of all Lenders or each Affected Lenders is required without the written consent of all Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitmentsor each such Affected Lender, as applicable; (viii) increase any Delayed Draw Commitment amend the definition of any Lender over the amount thereof then in effect “Requisite Lenders” or “Pro Rata Share” without the consent of such Lenderall Lenders; provided that no amendmentprovided, modification with the consent of Requisite Lenders, or waiver pursuant to 2.24 or 2.25, additional extensions of any condition precedentcredit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, covenantthe Term B Loans, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lenderthe Revolving Commitments and the Revolving Loans are included on the Closing Date; or (ix) waive any condition to release all or substantially all of the making Collateral or all or substantially all of any Revolving Loan or Delayed Draw Term Loan the Guarantors from the Guaranty, except as expressly provided in the Credit Documents, without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.all Lenders;

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase increase, or postpone the scheduled date of expiration of, any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; CREDIT AND GUARANTY AGREEMENT EXECUTION (iii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iiiiv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;; or (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No Subject to Section 10.5(d), no amendment, modification, termination or waiver of any provision of the Credit DocumentsDocuments (excluding the Fee Letter), or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment [reserved]; (ii) amend the definition of any Lender over the amount thereof then in effect “Requisite Class Lenders” without the consent of Requisite Class Lenders of each directly and adversely affected Class; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such Lender“Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments and the Term Loans are included on the Closing Date; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;91 WEIL:\96958663\10\71605.0155 (iiiii) amend, modify, terminate or waive any provision hereof relating of Section 3.2(a) with regard to the Swing Line Sublimit or the Swing Line Loans any Credit Extension consisting of a Term Loan without the consent of Swing Line LenderRequisite Class Lenders of such Class of Loans and without the consent of the 2017 Noteholders (such 2017 Noteholder consent not to be unreasonably withheld or delayed and a failure by any 2017 Noteholder to respond within one Business Day of a request for such consent shall be deemed to be affirmative consent by such 2017 Noteholder); (iiiiv) [reserved]; (v) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.14 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which that is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (ivvi) [reserved]; (vii) amend, modify, terminate or waive any obligation provision of Lenders relating to this Agreement or the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition definitions of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as such term or any similar term is defined in any applicable relevant Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;Lender; or (viviii) amend, modify, terminate or waive any provision of Section 9 as the same directly or indirectly applies to any Agent, or any other provision hereof as the same directly or indirectly applies to the rights or obligations of any Agent, in each case in any manner adverse to such Agent without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (iv) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, amend Section 7.2 of the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agreement or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case Holding Pledge Agreement in a manner adverse to any Lender Counterparty with Obligations then outstanding that would alter the pro rata sharing of payments required thereby, without the written consent of any such Lender CounterpartyRequisite Class Lenders of each Class which is being allocated a lesser payment as a result thereof; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent;; or (vii) amend amend, modify, terminate or waive any provision hereof relating solely to the Delayed Draw Commitments Letters of Credit without the written consent of Lenders holding a majority in aggregate principal amount each Issuing Bank (but, for the avoidance of doubt, Company may amend, modify, terminate or waive any Letter of Credit or any Issuer Document issued or to be issued by an Issuing Bank with only the Delayed Draw Commitmentsconsent of such Issuing Bank); (viii) increase any Delayed Draw Commitment amend Section 1.5 or the definition of any Lender over the amount thereof then in effect “Alternative Currency”, without the consent of such each Revolving Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (v) amend, modify or waive this Agreement, the Second Amended and Restated Pledge and Security Agreement, the Canadian Pledge and Security Agreement, the Quebec Security Documents, Agreement or the Barbados Security Documents, the Luxembourg Security Documents or the Swiss Security Documents, so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty; (vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments;; or (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.

Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall: (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender; (ii) increase the Revolving Commitment or the Tranche B Term Loan Commitment over the amount thereof then in effect or increase the New Term Loan Commitment over $65,000,000 (as reduced in accordance with Sections 2.14 and 2.15) without the consent of the Supermajority Lenders; (iii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender; (iiiiv) amend the definition of "REQUISITE CLASS LENDERS" without the consent of Requisite Class Lenders of each Class; provided, subject to Section 10.5(b)(viii), additional extensions of credit pursuant hereto may be included in the determination of such "REQUISITE CLASS LENDERS" on substantially the same basis as the Term Loan Commitments, the Term Loan, the Revolving Commitments and the Revolving Loans are included on the Closing Date; (v) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.17 2.15 without the consent of Requisite Class Lenders holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders, New Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided that provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;; 144 CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW (ivvi) amend, modify, terminate or waive any obligation of Lenders with Revolving Commitments relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; (vvii) amendwaive any condition precedent to the initial Credit Extension set forth in Section 3.1 for which it is expressly provided in such Section that satisfaction of such condition is to be acceptable to or approved by the Agents or any specifically identified Agent, modify or waive this Agreement, without the Second Amended and Restated Pledge and Security Agreement, consent of the Canadian Pledge and Security Agreement, the Quebec Security Documents, the Barbados Security Documents, the Luxembourg Security Documents Agents or the Swiss Security Documents, Agents so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Hedge Agreements or Cash Management Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Cash Management Agreement,” “Obligations,” or “Secured Obligations” identified (as defined the case may be), and in any applicable Collateral Document) in each case in a manner adverse such event it shall not be necessary to any Lender Counterparty with Obligations then outstanding without obtain the written consent of any other Lender to such Lender Counterparty;waiver; or (viviii) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; (vii) amend any provision relating solely to the Delayed Draw Commitments without the written consent of Lenders holding a majority in aggregate principal amount of the Delayed Draw Commitments; (viii) increase any Delayed Draw Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Delayed Draw Commitment of any Lender; or (ix) waive any condition to the making of any Revolving Loan or Delayed Draw Term Loan without the consent of a majority in interest of the Lenders holding Revolving Commitments or Delayed Draw Commitments, as applicable.