Common use of Amendments to First Lien Documents and Second Lien Documents Clause in Contracts

Amendments to First Lien Documents and Second Lien Documents. (a) The First Lien Documents of any Series may be amended, supplemented or otherwise modified in accordance with their terms and the First Lien Debt of any Series may be Refinanced, in each case, without notice to, or the consent of, any Second Lien Representative or any other Second Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement; provided that any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the Second Lien Representative to the terms of this Agreement; and provided, further that any such amendment, supplement, modification or Refinancing shall not, without the consent of each Second Lien Representative: (1) increase the sum of (i) the outstanding aggregate principal amount of the First Lien Obligations under the First Lien Documents (including the undrawn portion (if any) of the commitments under the First Lien Loan Documents)plus (ii) the aggregate face amount of undrawn letters of credit, in excess of the Cap Amount, (2) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the First Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00 % per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from (A) application of any pricing grid set forth in the applicable First Lien Document as in effect on the date such Indebtedness became First Lien Debt, (B) the accrual of interest at the default rate, (C) fluctuations in underlying rate indices, or (D) payment of any underwriting or arrangement fee not payable to all of the holders of the First Lien Obligations of such Series); (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Document in a manner adverse to the Second Lien Secured Parties; (4) increase or add any recurring fees, prepayment premiums or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of First Lien Obligations; (5) subject the Grantors to any prohibitions or limitations on the making of payments on the Second Lien Obligations other than those prohibitions and/or limitations in the First Lien Documents as in effect on the date hereof; (6) modify the First Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the First Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the First Lien Obligations in excess of the amounts and rights set forth in the First Lien Documents as in effect on the date hereof; or (7) contravene the provisions of this Agreement. (b) The Second Lien Documents may be amended, supplemented or otherwise modified in accordance with their terms and the Second Lien Debt of any Series may be Refinanced, in each case, without notice to, or the consent of, any First Lien Representative or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, to the extent the terms and conditions of such amendment, supplement or modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the First Lien Representative to the terms of this Agreement; and provided, further that any such amendment, supplement or modification or Refinancing shall not, without the consent of each First Lien Representative: (1) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the Second Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt (excluding increases resulting from (A) the accrual of interest at the default rate, (B) resulting from fluctuations in underlying rate indices, or (C) payment of any underwriting or arrangement fee not payable to all of the holders of the Second Lien Obligations of such Series); (2) accelerate any date upon which a scheduled payment of principal or interest is due (including, without limitation, by shortening the maturity date applicable thereto), or otherwise decrease the weighted average life to maturity; (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document for that Series in a manner adverse to the First Lien Secured Parties; (4) add or make more restrictive any “Event of Default” under (and as defined in) any Second Lien Document or any covenant with respect to the Second Lien Debt or make any change to any “Event of Default” under (and as defined in) any Second Lien Document or any covenant which would have the effect of making such event of default or covenant more restrictive; provided, that if the First Lien Documents are amended or otherwise modified to provide for additional covenants or “Events of Default” under (and as defined in) the applicable First Lien Document or to make more restrictive any existing covenants or events of default applicable to the Loan Parties, then the Second Lien Documents may be amended to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the First Lien Documents and the Second Lien Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified); (5) contravene the provisions of this Agreement; (6) alter the lien subordination provisions with respect to the Second Lien Obligations (other than in a manner consistent with the terms of the Initial Second Lien Credit Agreement as in effect on the date hereof); (7) increase or add any recurring fees, prepayment provisions or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of Second Lien Obligations; (8) subject any Grantor to any prohibitions or limitations on the making of payments on the First Lien Obligations other than those prohibitions and/or limitations in the Second Lien Documents as in effect on the date hereof; or (9) modify the Second Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the Second Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the Second Lien Obligations in excess of the amounts and rights set forth in the Second Lien Documents as in effect on the date hereof. (c) In the event any First Lien Representative or the applicable First Lien Secured Parties and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Representative, such First Lien Secured Parties, the Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of any Second Lien Representative or other Second Lien Secured Party and without any action by any Second Lien Representative, any other Second Lien Secured Party, the Borrower or any other Grantor; provided, that no such amendment, waiver or consent shall have any force or effect with respect to, and shall not be binding upon and modify any of, the Second Lien Collateral Documents, or the rights of the Second Lien Representative or the Second Lien Parties thereunder, that (1) amends, modifies or otherwise affects the rights or duties of any Second Lien Representative or any Second Lien Secured Party without its prior written consent, (2) removes assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations (3) waives any default or event of default that has occurred, (4) is prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and rights and obligations hereunder), or (5) permits other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6; and provided, further that, the First Lien Representative shall provide prior written notice to the Second Lien Representative of any such amendment, waiver or consent at least 10 days prior to such action.

Amendments to First Lien Documents and Second Lien Documents. (a) The First Lien Collateral Documents, the First Lien Credit Agreement and all other First Lien Loan Documents of any Series may be amended, supplemented or otherwise modified in accordance with their terms and the First Lien Debt of any Series Credit Agreement may be Refinancedrefinanced, replaced or refunded, with the same or different lenders or representatives (any refinancing, replacement or refunding, with the same or different lenders or representatives, of the First Lien Credit Agreement or the Second Lien Credit Agreement is referred to herein as a "REFINANCING"), in each case, case without notice to, or the consent of, any of the Second Lien Representative or any other the Second Lien Secured PartyParties; provided, all without affecting however, that the lien subordination or other provisions holders of this Agreement; provided that any such amendment, supplement or modification or Refinancing is not debt bind themselves in breach of writing to the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the Second Lien Representative to the terms of this Agreement; and provided, further that any such amendment, supplement, modification or Refinancing shall notnot provide for a principal amount of, without duplication, term loans, revolving loan commitments and letter of credit facilities (but excluding hedging obligations) in excess of $395,000,000 in the consent of each Second Lien Representative: (1) increase the sum of aggregate, less (i) the outstanding aggregate principal amount of the First Lien Obligations under the First Lien Documents (including the undrawn portion (if any) of the commitments under the First Lien Loan Documents)plus all repayments and prepayments applied to any term loans and (ii) the aggregate face amount of undrawn letters all repayments and prepayments of any revolving loan or letter of credit, in excess of the Cap Amount, (2) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the First Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in extent accompanied by a manner that would result in the total yield thereon to exceed by more than 4.00 % per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from (A) application of any pricing grid set forth corresponding reduction in the applicable First Lien Document as in effect on the date such Indebtedness became First Lien Debt, (B) the accrual of interest at the default rate, (C) fluctuations in underlying rate indices, or (D) payment of any underwriting or arrangement fee not payable to all of the holders of the First Lien Obligations of such Series); (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Document in a manner adverse to the Second Lien Secured Parties; (4) increase or add any recurring fees, prepayment premiums or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of First Lien Obligations; (5) subject the Grantors to any prohibitions or limitations on the making of payments on the Second Lien Obligations other than those prohibitions and/or limitations in the First Lien Documents as in effect on the date hereof; (6) modify the First Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the First Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the First Lien Obligations in excess of the amounts and rights set forth in the First Lien Documents as in effect on the date hereof; or (7) contravene the provisions of this Agreementcommitment amount. (b) The Without the prior written consent of the First Lien Representative, none of the Second Lien Collateral Documents, the Second Lien Credit Agreement or any other Second Lien Loan Documents may be amended, supplemented or otherwise modified in accordance with their terms and the Second Lien Debt of any Series or entered into, nor may they be Refinanced, in each case, without notice to, or the consent of, any First Lien Representative or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, subject to the extent the terms and conditions of such amendment, supplement or modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any a Refinancing, the holders of such Refinancing debt (or their agentsexcept that subject to Section 5.02(k) bind themselves in writing addressed to the First Lien Representative to the terms of this Agreement; and provided, further that any such amendment, supplement or modification or Refinancing shall not, without the consent of each First Lien Representative: (1) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the Second Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt (excluding increases resulting from (A) the accrual of interest at the default rate, (B) resulting from fluctuations in underlying rate indices, or (C) payment of any underwriting or arrangement fee not payable to all of the holders of the Second Lien Obligations of such Series); (2) accelerate any date upon which a scheduled payment of principal or interest is due (including, without limitation, by shortening the maturity date applicable thereto), or otherwise decrease the weighted average life to maturity; (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document for that Series in a manner adverse to the First Lien Secured Parties; (4) add or make more restrictive any “Event of Default” under (and as defined in) any Second Lien Document or any covenant with respect to the Second Lien Debt or make any change to any “Event of Default” under (and as defined in) any Second Lien Document or any covenant which would have the effect of making such event of default or covenant more restrictive; provided, that if the First Lien Documents are amended or otherwise modified to provide for additional covenants or “Events of Default” under (and as defined in) the applicable First Lien Document or to make more restrictive any existing covenants or events of default applicable to the Loan Parties, then the Second Lien Documents may be amended to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the First Lien Documents and the Second Lien Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified); (5) contravene the provisions of this Agreement; (6) alter the lien subordination provisions with respect to the Second Lien Obligations (other than in a manner consistent with the terms of the Initial Second Lien Credit Agreement as in effect on the date hereof); (7) increase or add any recurring fees, prepayment provisions or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of Second Lien Obligations; (8) subject any Grantor to any prohibitions or limitations on the making of payments on the First Lien Obligations other than those prohibitions and/or limitations in the Second Lien Documents as in effect on the date hereof; or (9) modify the Second Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the Second Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the Second Lien Obligations in excess of the amounts and rights set forth in the Second Lien Documents as in effect on the date hereof. (c) In the event any First Lien Representative or the applicable First Lien Secured Parties and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Representative, such First Lien Secured Parties, the Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of any Second Lien Representative or other Second Lien Secured Party and without any action by any Second Lien Representative, any other Second Lien Secured Party, the Borrower or any other Grantor; provided, that no such amendment, waiver or consent shall have any force or effect with respect to, and shall not be binding upon and modify any ofCredit Agreement, the Second Lien Collateral Documents, or the rights of the Second Lien Representative Credit Agreement and all other Second Lien Loan Documents (i) may be amended in a manner that (A) does not shorten any date or increase the amount of any required repayment, prepayment or redemption of the principal of such Debt under the Second Lien Parties thereunderCredit Agreement and does not improve, that (1) amendsdirectly or indirectly, modifies or otherwise affects the rights or duties of any Second Lien Representative or any Second Lien Secured Party without its prior written consent, (2) removes assets subject priority relative to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations (3) waives any default or event including, if the debt being modified is subject to a Refinancing, that the degree of default that has occurredsubordination may not be lessened), (4B) is prejudicial to does not increase the interests rate or extend the date for payment of the interest, premium (if any) or fees payable on the Second Lien Secured Obligations and (C) does not make the covenants, events of default or remedies relating to Second Lien Obligations, taken as a whole, more restrictive on the Loan Parties (it being understood and agreed that if any particular provision is more onerous or restrictive such provision shall be deemed to a greater extent than have been included in the First Lien Secured Parties Credit Agreement) and (other than by virtue of their relative priority and rights and obligations hereunderii) may be subject to a Refinancing, but only if the changes to the documentation are allowable under the foregoing clauses (A), or (5B) permits other Liens on and (C), provided that the Collateral not permitted under the terms holders of the Second Lien Documents or Section 6; and provided, further that, the First Lien Representative shall provide prior written notice Refinancing debt bind themselves to the Second Lien Representative of any such amendment, waiver or consent at least 10 days prior to such actionthis Agreement.

Amendments to First Lien Documents and Second Lien Documents. (a) The First First-Lien Documents of any Series may be amended, restated, supplemented or otherwise modified in accordance with their terms and the First First-Lien Debt of any Series Indenture may be Refinanced, in each case, without notice to, or the consent of, any Second the Second-Lien Representative Collateral Agent or any the other Second Second-Lien Secured PartyCreditors, all without affecting the lien subordination or other provisions of this Agreement; provided provided, however, that any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the Second Lien Representative to the terms of this Agreement; and provided, further that any such amendmentrestatement, supplement, modification or Refinancing of the First-Lien Indenture shall not, without the consent of each Second the Second-Lien Representative: (1) increase Collateral Agent, provide for the sum of (i) the aggregate outstanding aggregate principal amount of the First Lien Obligations Indebtedness under the First First-Lien Documents (including the undrawn portion (if any) of the commitments under the First Lien Loan Documents)plus (ii) the aggregate face amount of undrawn letters of credit, in excess of the Cap Amount, (2) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the First Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon Indenture to exceed the amount permitted by more than 4.00 % per annum the total yield on Indebtedness thereunder Second-Lien Credit Agreement (excluding, however, as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from (A) application a result of any pricing grid set forth in the applicable First Lien Document as in effect on the date such Indebtedness became First Lien Debt, (B) the accrual capitalization of interest at the default rate, (C) fluctuations in underlying rate indices, or (D) payment of any underwriting or arrangement fee not payable to all of the holders of the First Lien Obligations of such Seriesand/or fees thereunder); (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Document in a manner adverse to the Second Lien Secured Parties; (4) increase or add any recurring fees, prepayment premiums or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of First Lien Obligations; (5) subject the Grantors to any prohibitions or limitations on the making of payments on the Second Lien Obligations other than those prohibitions and/or limitations in the First Lien Documents as in effect on the date hereof; (6) modify the First Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the First Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the First Lien Obligations in excess of the amounts and rights set forth in the First Lien Documents as in effect on the date hereof; or (7) contravene the provisions of this Agreement. (b) The Second Second-Lien Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second Second-Lien Debt of any Series Credit Agreement and the Second-Lien Exchange Indenture may be Refinanced, in each case, without notice to, or the consent of, any First the First-Lien Representative Collateral Agent or any the other First First-Lien Secured PartyCreditors, all without affecting the lien subordination or other provisions of this Agreement; provided, to the extent the terms and conditions of such amendmenthowever, supplement or modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or restatement, supplement, modification or Refinancing is not in breach of the terms of this Second-Lien Credit Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the First Second-Lien Representative to the terms of this Agreement; and provided, further that any such amendment, supplement or modification or Refinancing Exchange Indenture shall not, without the consent of each First the First-Lien Representative: (1) increase Collateral Agent, provide for the “Applicable Margin” or similar component aggregate outstanding principal amount of the interest rate or yield applicable to the Indebtedness outstanding under the Second Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt (excluding increases resulting from (A) the accrual of interest at the default rate, (B) resulting from fluctuations in underlying rate indices, or (C) payment of any underwriting or arrangement fee not payable to all of the holders of the Second Lien Obligations of such Series); (2) accelerate any date upon which a scheduled payment of principal or interest is due (including, without limitation, by shortening the maturity date applicable thereto), or otherwise decrease the weighted average life to maturity; (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document for that Series in a manner adverse to the First Lien Secured Parties; (4) add or make more restrictive any “Event of Default” under (and as defined in) any Second Lien Document or any covenant with respect to the Second Lien Debt or make any change to any “Event of Default” under (and as defined in) any Second Lien Document or any covenant which would have the effect of making such event of default or covenant more restrictive; provided, that if the First Lien Documents are amended or otherwise modified to provide for additional covenants or “Events of Default” under (and as defined in) the applicable First Lien Document or to make more restrictive any existing covenants or events of default applicable to the Loan Parties, then the Second Lien Documents may be amended to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the First Lien Documents and the Second Lien Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified); (5) contravene the provisions of this Agreement; (6) alter the lien subordination provisions with respect to the Second Lien Obligations (other than in a manner consistent with the terms of the Initial Second Second-Lien Credit Agreement and the Second-Lien Exchange Indenture to exceed the amount permitted by the First-Lien Indenture (excluding, however, as in effect on the date hereofa result of capitalization of interest and/or fees thereunder); (7) increase or add any recurring fees, prepayment provisions or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of Second Lien Obligations; (8) subject any Grantor to any prohibitions or limitations on the making of payments on the First Lien Obligations other than those prohibitions and/or limitations in the Second Lien Documents as in effect on the date hereof; or (9) modify the Second Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the Second Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the Second Lien Obligations in excess of the amounts and rights set forth in the Second Lien Documents as in effect on the date hereof. (c) Each of Parent, each other Grantor and each Collateral Agent agrees that each Security Document shall include the following language (or language to similar effect): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of August 13, 2009 (as amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof, the “Intercreditor Agreement”), among Global Aviation Holdings Inc., the other Grantors from time to time party thereto, Xxxxx Fargo Bank, National Association, in its capacity as First-Lien Collateral Agent thereunder, and Jefferies Finance LLC, in its capacity as Second-Lien Collateral Agent thereunder. In the event of any First conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.” In addition, each of Parent, each other Grantor and the Second-Lien Representative Collateral Agent agree that each Second-Lien Security Document covering any Collateral constituting real property shall contain such other language as the First-Lien Collateral Agent may reasonably request to reflect the subordination of such Second-Lien Security Document to the First-Lien Security Document covering such Collateral. (d) In the event the First-Lien Collateral Agent or the applicable First other First-Lien Secured Parties Creditors and the relevant Grantor Grantor(s) enter into any amendment, waiver or consent in respect of any of the First First-Lien Collateral Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First First-Lien Collateral Security Document or changing in any manner the rights of the applicable First First-Lien Representative, such First Lien Secured PartiesCollateral Agent, the Borrower other First-Lien Creditors, Parent or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second the Comparable Second-Lien Collateral Security Document without the consent of any Second the Second-Lien Representative Collateral Agent or the other Second Second-Lien Secured Party Creditors and without any action by any Second the Second-Lien RepresentativeCollateral Agent, any other Second Lien Secured Party, the Borrower Parent or any other Grantor; , provided, that (A) no such amendment, waiver or consent shall have any force or the effect with respect to, and shall not be binding upon and modify any of, the Second Lien Collateral Documents, or the rights of the Second Lien Representative or the Second Lien Parties thereunder, that (1i) amends, modifies or otherwise affects the rights or duties of any Second Lien Representative or any Second Lien Secured Party without its prior written consent, (2) removes removing assets subject to the Lien of the Second Second-Lien Collateral Security Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations (3) waives any default or event of default that has occurredthis Agreement, (4ii) is prejudicial to imposing additional duties on the interests of Second-Lien Collateral Agent without its consent, (iii) impacting the Second ATA Collateral or the Second-Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and Collateral Agent’s rights and obligations hereunder)therein, or (5iv) permits permitting other Liens liens on the Collateral not permitted under the terms of the Second Second-Lien Documents or Section 6; 6 hereof and provided(B) notice of such amendment, further that, the First Lien Representative waiver or consent shall provide prior written notice have been given to the Second Second-Lien Representative Collateral Agent (although the failure to give any such notice shall in no way affect the effectiveness of any such amendment, waiver or consent at least 10 days prior to such actionconsent).

Amendments to First Lien Documents and Second Lien Documents. (a) The Until the Discharge of First Lien Documents Obligations, without the prior written consent of any Series the First Lien Agent, no Second Lien Document may be amended, supplemented or otherwise modified in accordance with their terms and to the First Lien Debt of any Series may be Refinanced, in each case, without notice to, or the consent of, any Second Lien Representative or any other Second Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement; provided that any extent such amendment, supplement or modification or Refinancing is not in breach of would (i) contravene the terms provisions of this Agreement or clause (a) of Section 7.2 of the First Lien Credit Agreement, (ii) increase the Outstanding Principal Balance of the Second Lien Notes (including any Refinancing Notes in respect thereof) to an amount in excess of the Outstanding Principal Balance as of the Closing Date, together with interest that has been accrued and unpaid under the Second Lien Notes (including any Refinancing Notes in respect thereof) and, in the case of Refinancing Notes, any Refinancingredemption premium provided for in the Indenture and reasonable transaction expenses relating thereto, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the Second Lien Representative to the terms of this Agreement; and provided, further that any such amendment, supplement, modification or Refinancing shall not, without the consent of each Second Lien Representative: (1iii) increase the sum "Stated Rate of (i) the outstanding aggregate principal amount of the First Lien Obligations under the First Lien Documents (including the undrawn portion (if any) of the commitments under the First Lien Loan Documents)plus (ii) the aggregate face amount of undrawn letters of credit, in excess of the Cap Amount, (2) increase the “Applicable Margin” Interest" or similar component of the interest rate or the yield applicable to the Indebtedness outstanding under the First Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00 % per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from (A) application of any pricing grid set forth in the applicable First Lien Document as in effect on the date such Indebtedness became First Lien Debt, (B) the accrual of interest at the default rate, (C) fluctuations in underlying rate indices, or (D) payment of any underwriting or arrangement fee not payable to all of the holders of the First Lien Obligations of such Series); (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Document in a manner adverse to the Second Lien Secured Parties; (4) increase or add any recurring fees, prepayment premiums or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of First Lien Obligations; (5) subject the Grantors to any prohibitions or limitations on the making of payments on the Second Lien Obligations other Notes or any Refinancing Notes above the Stated Rate of Interest on the Second Lien Notes (or any Refinancing Notes in respect thereof) as of the date hereof, (iv) provide for dates for payment of principal, interest, premium (if any) or fees which are earlier than those prohibitions and/or limitations such dates under the Indenture or the Second Lien Notes (or any Refinancing Notes in the First Lien Documents respect thereof) as in effect on the date hereof; , (6v) modify the First Lien Documents to permit provide for covenants, events of default or remedies which are more restrictive in any Grantor, the Sponsor (as such term is defined in the First Lien Credit Agreement) or material respect on any of their respective affiliates to acquire, vote and/or enforce any of the First Lien Obligations in excess of the amounts and rights Obligor than those set forth in the First Lien Documents Indenture or the Note Purchase Agreements, in each case as in effect on the date hereof; or , (7vi) contravene provide for redemption, prepayment or defeasance provisions that are more burdensome in any material respect on any Obligor than those set forth in the provisions Indenture as in effect on the date hereof, (vii) provide for collateral securing Secured Obligations thereunder which is more extensive than the collateral provided for under the First Lien Documents or (viii) increase the obligations of this Agreementany Obligor or confer any additional rights on any Second Lien Claimholder which would be adverse to the First Lien Claimholders in any material respect. (b) The Each of the Trustee, Royalty Sub and the Pledgor agrees that each Second Lien Documents Collateral Document shall include the following language (or language to similar effect approved by the First Lien Agent): "Notwithstanding anything herein to the contrary, the Lien and security interest granted to the Trustee pursuant to this Agreement and the exercise of any right or remedy by the Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of October 18, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Morgan Stanley Senior Funding, Inc., as First Lien Agent, U.S. Baxx Xational Association (or its successor), as trustee for the holders of the Second Lien Obligations, U.S. Bank National Association (or its successor), as Collection Agent, Duloxetine Royalty Sub, an exempted company with limited liability under the laws of the Cayman Islands, and Duloxetine Holdco Royalty Sub, an exempted company with limited liability under the laws of the Cayman Islands. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control." (c) Without the prior written consent of the Trustee, no First Lien Document may be amended, supplemented or otherwise modified in accordance with their terms and the Second Lien Debt of any Series may be Refinanced, in each case, without notice to, or the consent of, any First Lien Representative or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, to the extent the terms and conditions of such amendment, supplement or modification meet any applicable requirements set forth in would (i) contravene the provisions of this Agreement or Section 5.1(a) of the Indenture, (ii) increase the then outstanding aggregate principal amount of the Loans under the First Lien Documents; provided that any such amendment, supplement or modification or Refinancing is not Credit Agreement in breach excess of the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the Maximum First Lien Representative to the terms of this Agreement; and providedPrincipal Amount, further that any such amendment, supplement or modification or Refinancing shall not, without the consent of each First Lien Representative: (1iii) increase the “"Applicable Margin” " or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the Second Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt (excluding increases resulting from (A) the accrual of interest at the default rate, (B) resulting from fluctuations in underlying rate indices, or (C) payment of any underwriting or arrangement fee not payable to all of the holders of the Second Lien Obligations of such Series); (2) accelerate any date upon which a scheduled payment of principal or interest is due (including, without limitation, by shortening the maturity date applicable thereto), or otherwise decrease the weighted average life to maturity; (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document for that Series in a manner adverse to the First Lien Secured Parties; (4) add or make more restrictive any “Event of Default” under (and as defined in) any Second Lien Document or any covenant with respect to the Second Lien Debt or make any change to any “Event of Default” under (and as defined in) any Second Lien Document or any covenant which would have the effect of making such event of default or covenant more restrictive; provided, that if the First Lien Documents are amended or otherwise modified to provide for additional covenants or “Events of Default” under (and as defined in) the applicable First Lien Document or to make more restrictive any existing covenants or events of default applicable to the Loan Parties, then the Second Lien Documents may be amended to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels Loans under the First Lien Documents and Credit Agreement by more than 2.0% per annum above the Second Lien Documents Applicable Margin on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in Loans under the First Lien DocumentsCredit Agreement as of the Closing Date (exclusive, as so amended for the avoidance of doubt, of any imposition of up to 2.0% of "default" interest), or otherwise modified); (5iv) contravene the provisions of this Agreement; (6) alter the lien subordination provisions with respect to the Second Lien Obligations (provide for a final stated maturity other than in a manner consistent with the terms of the Initial Second Lien Credit Agreement Final Maturity Date as in effect on the date hereof); . The First Lien Agent shall give notice of any amendment, waiver, consent or other modification of any First Lien Document to the Trustee within ten (710) increase or add any recurring fees, prepayment provisions or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% Business Days of the aggregate principal amount effectiveness of such Series amendment, waiver, consent or other modification (provided that the failure of any such notice to be given shall not impair or affect the Trustee's or any Second Lien Obligations; (8) subject any Grantor Claimholder's obligations to any prohibitions or limitations on the making of payments on the First Lien Obligations other than those prohibitions and/or limitations in Agent and the Second First Lien Documents as in effect on the date hereof; or (9) modify the Second Lien Documents to permit any GrantorClaimholders, the Sponsor (as such term is defined in First Lien Agent's rights hereunder, the Second Lien Credit Agreement) enforceability of this Agreement or any Liens created or granted hereby or under any First Lien Document or limit or impair the effectiveness or effect of their respective affiliates to acquireany such amendment, vote and/or enforce any of the Second Lien Obligations in excess of the amounts and rights set forth in the Second Lien Documents as in effect on the date hereofwaiver or consent). (cd) In the event any the First Lien Representative Agent or the applicable First Lien Secured Parties Claimholders and the relevant Grantor Obligor(s) enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the applicable First Lien RepresentativeAgent, such the First Lien Secured PartiesClaimholders, the Borrower or any other Grantor Obligor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a the Second Lien Collateral Document Documents without the consent of any the Trustee or the Second Lien Representative or other Second Lien Secured Party Claimholders and without any action by any Second Lien Representative, any other Second Lien Secured Party, the Borrower Trustee or any other GrantorObligor; provided, provided that (i) no such amendment, waiver or consent shall have any force or the effect with respect to, and shall not be binding upon and modify any of, the Second Lien Collateral Documents, or the rights of the Second Lien Representative or the Second Lien Parties thereunder, that (1A) amends, modifies or otherwise affects the rights or duties of any Second Lien Representative or any Second Lien Secured Party without its prior written consent, (2) removes removing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there (or, for the avoidance of doubt, is a corresponding release of expressly permitted under the Liens securing the First Lien Obligations (3) waives any default or event of default that has occurred, (4) is prejudicial to the interests terms of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and rights and obligations hereunderCollateral Documents), (B) imposing duties on the Trustee without its consent or (5C) permits permitting other Liens on the Collateral not permitted under the terms of Section 7 and (ii) notice of such amendment, waiver or consent shall have been given to the Trustee within ten (10) Business Days of the effectiveness of such amendment, waiver or consent (provided that the failure of any such notice to be given shall not impair or affect the Trustee's or any Second Lien Documents or Section 6; Claimholder's obligations to the First Lien Agent and provided, further thatthe First Lien Claimholders, the First Lien Representative shall provide prior written notice to Agent's rights hereunder, the Second enforceability of this Agreement or any Liens created or granted hereby or under any First Lien Representative Document or limit or impair the effectiveness or effect of any such amendment, waiver or consent at least 10 days prior or the automatic application thereof to such actionany comparable provision of the Second Lien Documents).

Amendments to First Lien Documents and Second Lien Documents. (a) The First Lien Documents of any Series Documents, other than this Agreement, may be amended, amended and restated, supplemented or otherwise modified in accordance with their terms and the First Lien Debt of any Series Credit Agreement may be Refinanced, in each case, case without notice to, or the consent of, of any Second Lien Representative Agent or any other Second Lien Secured PartyClaimholder; provided, all without affecting the lien subordination or other provisions of this Agreement; provided however, that any New First Lien Agent shall comply with Section 5.5, and any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the Second Lien Representative to the terms of this Agreement; amendment and provided, further that any such amendmentrestatement, supplement, modification or Refinancing shall not, without the consent of each the Second Lien RepresentativeAgents: (1) provide for a principal amount of, without duplication, letters of credit, loans, bonds, debentures, notes or similar Indebtedness in the aggregate in excess of the Maximum First Lien Indebtedness Amount plus capitalized interest accrued thereunder; (2) increase the interest rate or yield provisions applicable to the First Lien Obligations by more than 3.0% per annum in the aggregate (on a weighted average basis across the facilities thereunder) (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the First Lien Credit Agreement or (B) resulting from the accrual of interest at the Default Rate (as defined in the First Lien Credit Agreement as of the date hereof)) unless the interest rate or yield provisions applicable to the Second Lien Obligations shall concurrently be increased in the aggregate (on a weighted average basis across the facilities thereunder) to the extent by which the interest rate or yield provisions applicable to the First Lien Obligations are increased in the aggregate (on a weighted average basis across the facilities thereunder) in excess of 3.0% per annum; provided that the interest rate or yield provisions applicable to the First Lien Obligations may be amended to a fixed rate pursuant to an amendment, supplement, modification or Refinancing of the First Lien Credit Agreement so long as such fixed rate does not exceed a rate per annum equal to the sum of (i) the outstanding floating rate applicable to the First Lien Obligations (on a weighted average basis across the facilities thereunder) immediately prior to the effectiveness of such amendment, supplement, modification or Refinancing and (ii) the difference equal to (x) 3.0% per annum minus (y) the aggregate principal amount percentage of any increases in the rate or yield provisions applicable to the First Lien Obligations (on a weighted average basis across the facilities thereunder) (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the First Lien Obligations under the First Lien Documents (including the undrawn portion (if any) of the commitments under the First Lien Loan Documents)plus (ii) the aggregate face amount of undrawn letters of credit, in excess of the Cap Amount, (2) increase the “Applicable Margin” Credit Agreement or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the First Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00 % per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from (A) application of any pricing grid set forth in the applicable First Lien Document as in effect on the date such Indebtedness became First Lien Debt, (B) resulting from the accrual of interest at the default rate, (C) fluctuations in underlying rate indices, or (D) payment of any underwriting or arrangement fee not payable to all of the holders of the First Lien Obligations of such Series); (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Document in a manner adverse to the Second Lien Secured Parties; (4) increase or add any recurring fees, prepayment premiums or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of First Lien Obligations; (5) subject the Grantors to any prohibitions or limitations on the making of payments on the Second Lien Obligations other than those prohibitions and/or limitations in the First Lien Documents as in effect on the date hereof; (6) modify the First Lien Documents to permit any Grantor, the Sponsor Default Rate (as such term is defined in the First Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any Agreement as of the First Lien Obligations in excess of the amounts and rights set forth in the First Lien Documents as in effect on date hereof)) effected since the date hereof; or (73) contravene shorten the provisions scheduled weighted average maturity of this Agreementthe First Lien Credit Agreement or any Refinancing thereof. (b) The Without the prior written consent of the First Lien Agent, no Second Lien Documents Document may be amended, amended and restated, supplemented or otherwise modified or entered into, in accordance with their terms and a manner that (i) shortens or accelerates the date or increases the amount of any required repayment, prepayment or redemption of the principal of any Indebtedness under any Primary Second Lien Debt of any Series may be RefinancedDocument, in each case, without notice to, (ii) increases the rate or shortens or accelerates the consent of, any First Lien Representative or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, to the extent the terms and conditions of such amendment, supplement or modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or modification or Refinancing is not in breach date for payment of the terms interest, premium (if any) or fees payable on any Second Lien Obligations or (iii) makes the covenants, events of this Agreement anddefault or remedies relating to any Second Lien Obligations more restrictive on any Obligor unless, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the First Lien Representative to the terms of this Agreement; and provided, further that any such amendment, supplement or modification or Refinancing shall not, without the consent of each First Lien Representative: (1) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the Second Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt (excluding increases resulting from (A) the accrual of interest at the default rate, (B) resulting from fluctuations in underlying rate indices, or (C) payment of any underwriting or arrangement fee not payable to all of the holders of the Second Lien Obligations of such Series); (2) accelerate any date upon which a scheduled payment of principal or interest is due (including, without limitation, by shortening the maturity date applicable thereto), or otherwise decrease the weighted average life to maturity; (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document for that Series in a manner adverse to the First Lien Secured Parties; (4) add or make more restrictive any “Event of Default” under (and as defined in) any Second Lien Document or any covenant with respect to the Second Lien Debt or make any change to any “Event of Default” under (and as defined in) any Second Lien Document or any covenant which would have the effect of making such event of default or covenant more restrictive; provided, that if the First Lien Documents are amended or otherwise modified to provide for additional covenants or “Events of Default” under (and as defined in) the applicable First Lien Document or to make more restrictive any existing covenants or events of default applicable to the Loan Parties, then the Second Lien Documents may be amended to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the First Lien Documents and the Second Lien Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified); (5) contravene the provisions of this Agreement; (6) alter the lien subordination provisions with respect to the Second Lien Obligations (other than in a manner consistent with the terms of the Initial Second Lien Credit Agreement as in effect on the date hereof); (7) increase or add any recurring fees, prepayment provisions or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of Second Lien Obligations; (8) subject any Grantor to any prohibitions or limitations on the making of payments on the First Lien Obligations other than those prohibitions and/or limitations remedies in the Second Lien Documents as Collateral Documents, effected in effect on the date hereof; or (9accordance with Section 5.3(e) modify the Second Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the Second Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the Second Lien Obligations in excess of the amounts and rights set forth in the Second Lien Documents as in effect on the date hereof. (c) Each Obligor agrees that each Primary Second Lien Document (other than the Support Agreements) and each other Second Lien Document that is an intercreditor agreement or evidences Indebtedness shall include the following language (or language to similar effect approved by the First Lien Agent): “Notwithstanding anything herein to the contrary, the payment obligations hereunder are subject to the provisions of: (i) the Senior Intercreditor and Subordination Agreement, dated as of December 10, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Senior Intercreditor Agreement”), among, inter alia, Bank of America, N.A., as first lien agent (together with its successors and assigns), [Deutsche Bank Trust Company Americas, as agent for certain second lien claimholders (together with its successors and assigns, the “Series [A/B] Agent”)], [Deutsche Bank Trust Company Americas, agent for certain other second lien claimholders (together with its successor and assigns, the “Series [B/A] Agent”)], CIT Group Funding Company of Delaware LLC, and CIT Group Inc. and certain subsidiaries of CIT Group Inc. from time to time a party thereto (the “CIT Entities”); and (ii) the Junior Intercreditor Agreement, dated as of December 10, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Intercreditor Agreement”), among the Series A Agent, the Series B Agent, CIT Group Funding Company of Delaware LLC and the CIT Entities. In the event of any conflict between the terms of the Senior Intercreditor Agreement, the Junior Intercreditor Agreement and this Agreement, the terms of the Senior Intercreditor Agreement shall govern and control; and in the event of any conflict between the terms of the Junior Intercreditor Agreement and this Agreement, the terms of the Junior Intercreditor Agreement shall govern and control.” (d) Each Obligor and the Second Lien Agent, on behalf of itself and each Second Lien Claimholder, agrees that each Second Lien Collateral Document pursuant to which a Lien is granted to secure the Second Lien Obligations or control is granted to perfect such Lien or that is an intercreditor agreement or collateral agency agreement shall include the following language (or language to similar effect approved by the First Lien Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to Deutsche Bank Trust Company Americas, in its capacity as collateral agent (in such capacity and together with its successor and assigns, the “Second Lien Collateral Agent”), pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of: (i) the Senior Intercreditor and Subordination Agreement, dated as of December 10, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Senior Intercreditor Agreement”), among, inter alia, Bank of America, N.A., as first lien agent (together with its successors and assigns), the Second Lien Collateral Agent, Deutsche Bank Trust Company Americas, as agent for certain other second lien claimholders (together with its successor and assigns), CIT Group Funding Company of Delaware LLC, and CIT Group Inc. and certain subsidiaries of CIT Group Inc. from time to time a party thereto (the “CIT Entities”); and (ii) the Junior Intercreditor Agreement, dated as of December 10, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Intercreditor Agreement”), among the Second Lien Collateral Agent, Deutsche Bank Trust Company Americas, as agent for certain other second lien claimholders (together with its successors and assigns), CIT Group Funding Company of Delaware LLC and the CIT Entities. In the event of any conflict between the terms of the Senior Intercreditor Agreement, the Junior Intercreditor Agreement and this Agreement, the terms of the Senior Intercreditor Agreement shall govern and control; and in the event of any conflict between the terms of the Junior Intercreditor Agreement and this Agreement, the terms of the Junior Intercreditor Agreement shall govern and control.” In addition, each Obligor and the Second Lien Agent, on behalf of each Second Lien Claimholder, agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Collateral. (e) In the event any First Lien Representative Agent or the applicable First Lien Secured Parties Claimholders and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the applicable First Lien RepresentativeAgent, such First Lien Secured PartiesClaimholders, the Borrower First Lien Borrowers or the Issuers, as applicable, or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a the Comparable Second Lien Collateral Document without the consent of any the Second Lien Representative Agents or other the Second Lien Secured Party Claimholders and without any action by any the Second Lien Representative, any other Second Lien Secured PartyAgents, the Borrower First Lien Borrowers, the Issuers or any other Grantor; , provided, that no such amendment, waiver or consent shall have any force or the effect with respect to, and shall not be binding upon and modify any of, the Second Lien Collateral Documents, or the rights of the Second Lien Representative or the Second Lien Parties thereunder, that : (1) amends, modifies removing or otherwise affects the rights or duties of any Second Lien Representative or any Second Lien Secured Party without its prior written consent, (2) removes releasing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations Obligations; (2) imposing duties on any Second Lien Agent without its consent; or (3) waives any default or event of default that has occurred, (4) is prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and rights and obligations hereunder), or (5) permits permitting other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6; and provided, further that, the 6 hereof. The First Lien Representative Agent shall provide prior written use commercially reasonable efforts to give notice to the Second Lien Representative of any such amendment, waiver or consent at least 10 days prior to the Second Lien Agents within ten Business Days after the effective date of such actionamendment, waiver or consent; provided that failure to timely deliver such notice shall not affect the automatic amendment, waiver or consent of such comparable provision of the Comparable Second Lien Collateral Document. (f) To the extent, and only to the extent, permitted by the First Lien Documents, the Second Lien Documents (including the Junior Intercreditor Agreement) and this Agreement, CIT, the other Issuers and the Subsidiary Guarantors may from time to time incur, issue or sell one or more series or classes of additional Second Lien Obligations (the “Additional Second Lien Debt”). The Additional Second Lien Debt and any guaranties delivered by CIT or the Subsidiary Guarantors in connection therewith (the “Additional Second Lien Guaranties”) shall be subordinated in right of payment to the First Lien Obligations to the same extent as the Second Lien Obligations and may be secured by the Second Lien Collateral Documents; provided that the administrative agent and the collateral agent or similar agents (the “Authorized Representatives”) in respect of the Additional Second Lien Debt shall deliver a Joinder Agreement to become parties to this Agreement, and shall become parties to the Junior Intercreditor Agreement, each in accordance with its terms. This Agreement may be amended from time to time pursuant to one or more Joinder Agreements without the consent of the First Lien Claimholders or the Second Lien Claimholders to add the Authorized Representatives of any applicable Additional Second Lien Debt.

Amendments to First Lien Documents and Second Lien Documents. (a) The First Lien Documents of any Series may be amended, supplemented or otherwise modified in accordance with their terms and the First Lien Debt of any Series Note may be Refinanced, in each case, without notice to, to or the consent of, any of the Second Lien Representative Agent or any other the Second Lien Secured PartyNoteholders, all without affecting the lien subordination or other provisions of this Agreement; provided provided, however, that any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any Refinancing, (x) the holders of such Refinancing debt (or their agentsthe agent for such holders) bind themselves in a writing addressed to the Second Lien Representative Agent to the terms of this Agreement; Agreement and provided, further that shall thereby be entitled to all the benefits of this Agreement as if such holders of the Refinancing debt were the First Lien Holder and (y) any such amendment, supplement, modification or Refinancing shall not, without the consent of each the Second Lien RepresentativeAgent: (1) increase the sum of (i) the then outstanding aggregate principal amount of the First Lien Note if such increase would cause First Lien Principal Obligations to exceed the First Lien Cap; or (2) modify or add any covenant or event of default under the First Lien Documents (including which directly restricts the undrawn portion (if any) of the commitments Borrower or one or more Grantors from making payments under the First Lien Loan Documents)plus (ii) the aggregate face amount of undrawn letters of credit, in excess of the Cap Amount, (2) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the First Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00 % per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from (A) application of any pricing grid set forth in the applicable First Lien Document as in effect on the date such Indebtedness became First Lien Debt, (B) the accrual of interest at the default rate, (C) fluctuations in underlying rate indices, or (D) payment of any underwriting or arrangement fee not payable to all of the holders of the First Lien Obligations of such Series); (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Document in a manner adverse to the Second Lien Secured Parties; (4) increase or add any recurring fees, prepayment premiums or similar amounts above those in effect on the date hereof in an amount that Documents which would exceed 2.00% of the aggregate principal amount of such Series of First Lien Obligations; (5) subject the Grantors to any prohibitions or limitations on the making of payments on the Second Lien Obligations other than those prohibitions and/or limitations in otherwise be permitted under the First Lien Documents as in effect on the date hereof; (6) modify the First Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the First Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the First Lien Obligations in excess of the amounts and rights set forth in the First Lien Documents as in effect on the date hereof; or (7) contravene the provisions of this Agreement. (b) The Second Lien Documents may be amended, supplemented or otherwise modified in accordance with their terms terms, and the Second Lien Debt of any Series Notes may be Refinanced, in each case, without notice to, or with the consent of, any of the First Lien Representative or any other First Lien Secured PartyHolders, which consent shall not be unreasonably withheld, all without affecting the lien subordination or other provisions of this Agreement; provided, to the extent the terms and conditions of such amendmenthowever, supplement or modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any Refinancing, (x) the holders of such Refinancing debt (or their agentsthe agent for such holders) bind themselves in a writing addressed to the First Lien Representative Holder to the terms of this Agreement; Agreement and provided, further that (y) any such amendment, supplement or supplement, modification or Refinancing shall not, without the consent of each the First Lien RepresentativeHolder: (1) modify the method of computing interest or increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Indebtedness outstanding under Second Lien Obligations by more than 4% per annum in the aggregate (excluding increases (A) resulting from increases in an underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt Obligations or (excluding increases B) resulting from (A) the accrual of interest at the default rate, Default Rate (B) resulting from fluctuations as defined in underlying rate indices, or (C) payment of any underwriting or arrangement fee not payable to all of the holders of the Second Lien Obligations of such SeriesNote Indenture);; or (2) accelerate modify or add any date upon covenant or event of default under the Second Lien Documents which a scheduled payment of principal in any way, directly or interest is due (includingindirectly, without limitation, by shortening restricts the maturity date applicable thereto), Borrower or otherwise decrease one or more Grantors from making payments under the weighted average life to maturityFirst Lien Documents; (3) modify (change to earlier dates any dates upon which payments of principal or have the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document for that Series in a manner adverse to the First Lien Secured Partiesinterest are due thereon; (4) add change the prepayment or make more restrictive redemption provisions thereof; or (5) change or amend any “Event other term of Default” under (and as defined in) any Second Lien Document or any covenant with respect to the Second Lien Debt or make any change to any “Event of Default” under (and as defined in) any Second Lien Document or any covenant which would have the effect of making such event of default or covenant more restrictive; provided, that if the First Lien Documents are amended or otherwise modified to provide for additional covenants or “Events of Default” under (and as defined in) the applicable First Lien Document or to make more restrictive any existing covenants or events of default applicable to the Loan Parties, then the Second Lien Documents may be amended to provide for if such additional covenants change or events of amendment would result in a default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on under a percentage basis based on the relevant levels under the First Lien Documents and the Second Lien Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified); (5) contravene the provisions of this Agreement; (6) alter the lien subordination provisions with respect to the Second Lien Obligations (other than in a manner consistent with the terms of the Initial Second Lien Credit Agreement as in effect on the date hereof); (7) increase or add any recurring fees, prepayment provisions or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of Second Lien Obligations; (8) subject any Grantor to any prohibitions or limitations on the making of payments on the First Lien Obligations other than those prohibitions and/or limitations in the Second Lien Documents as in effect on the date hereof; or (9) modify the Second Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the Second Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the Second Lien Obligations in excess of the amounts and rights set forth in the Second Lien Documents Document as in effect on the date hereof. (c) The parties agree that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Holder): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Xxxx Royalty Fund Holdings II, as First Lien Holder and Control Agent and U.S. Bank National Association, as Second Lien Agent, the Borrower and the Grantors (as defined therein) from time to time a party thereto and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.” In the event the First Lien Representative or the applicable First Lien Secured Parties Holder and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Representative, such First Lien Secured PartiesHolder, the Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a the Comparable Second Lien Collateral Document without the consent of any the Second Lien Representative Agent or other the Second Lien Secured Party Noteholders and without any action by any the Second Lien Representative, any other Second Lien Secured PartyAgent, the Borrower or any other Grantor; provided, that no such amendment, waiver or consent shall have any force or effect with respect to, and shall not be binding upon and modify any of, the Second Lien Collateral Documents, or the rights of the Second Lien Representative or the Second Lien Parties thereunder, that (1) amends, modifies or otherwise affects the rights or duties of any Second Lien Representative or any Second Lien Secured Party without its prior written consent, (2) removes assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations (3) waives any default or event of default that has occurred, (4) is prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and rights and obligations hereunder), or (5) permits other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6; and provided, further that, the First Lien Representative shall provide prior written notice to the Second Lien Representative of any such amendment, waiver or consent at least 10 days prior to such action.

Amendments to First Lien Documents and Second Lien Documents. (a) The First Lien Collateral Documents, the Credit Agreement and all other First Lien Documents of any Series may be amended, restated, supplemented or otherwise modified in accordance with their terms terms, new First Lien Documents may be entered into, and the First Lien Debt of any Series Credit Agreement may be Refinancedrefinanced, replaced or refunded, with the same or different lenders or representatives in a Permitted Refinancing and whether or not with an intervening period of time in between, in each case, case without notice to, or the consent of, any of the Second Lien Representative or any other the Second Lien Secured PartyParties; provided, all without affecting the lien subordination or other provisions of this Agreement; provided however, that (i) in connection with any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any Permitted Refinancing, the holders of any such Permitted Refinancing debt (or their agentsthe agent or other representative of such holders on behalf of such holders) bind themselves agree in a writing addressed to the Second Lien Representative to be bound by the terms of this Agreement; Agreement as a First Lien Secured Party and provided(if applicable) the First Lien Representative hereunder and (ii) any such amendment, further supplement or modification, or entry into any such new First Lien Document, shall not be permitted without the consent of the Second Lien Representative to the extent that any such amendment, supplementrestatement, modification supplement or Refinancing shall notother modification, without or the consent terms of each Second Lien Representative: (1) increase the sum of (i) the outstanding aggregate principal amount of the any such new First Lien Obligations under the First Lien Documents Document, would (including the undrawn portion (if anyA) of the commitments under the First Lien Loan Documents)plus (ii) the aggregate face amount of undrawn letters of creditexcept in connection with any Permitted Refinancing, in excess of the Cap Amount, (2) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the First Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00 6% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from (A) application of any pricing grid set forth in the applicable First Lien Document as in effect on the date such Indebtedness became First Lien Debt, (B) the accrual of interest at the default rate, ) or (CB) fluctuations in underlying rate indicesbe prohibited by, or (D) payment of would require any underwriting Grantor to act or arrangement fee not payable to all of the holders of the First Lien Obligations of such Series); (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Document refrain from acting in a manner adverse to the Second Lien Secured Parties; (4) increase or add any recurring fees, prepayment premiums or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of First Lien Obligations; (5) subject the Grantors to any prohibitions or limitations on the making of payments on the Second Lien Obligations other than those prohibitions and/or limitations in the First Lien Documents as in effect on the date hereof; (6) modify the First Lien Documents to permit any Grantorviolate, the Sponsor (as such term is defined in the First Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the First Lien Obligations in excess of the amounts and rights set forth in the First Lien Documents as in effect on the date hereof; or (7) contravene the provisions terms of this Agreement. (b) The Second Lien Collateral Documents, the Second Lien Indenture and all other Second Lien Documents may be amended, supplemented or otherwise modified in accordance with their terms terms, new Second Lien Documents may be entered into, and the Second Lien Debt of any Series Indenture may be Refinancedrefinanced, replaced or refunded, with the same or different lenders or representatives in a Permitted Refinancing, in each case, case without notice to, or the consent of, any of the First Lien Representative or any other the First Lien Secured PartyParties; provided, all without affecting the lien subordination or other provisions of this Agreementhowever, to the extent the terms and conditions of such amendment, supplement or modification meet that (i) in connection with any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any Permitted Refinancing, the holders of any such Permitted Refinancing debt (or their agentsthe agent or other representative of such holders on behalf of such holders) bind themselves agree in a writing addressed to the First Lien Representative to be bound by the terms of this Agreement; Agreement as a Second Lien Secured Party and provided(if applicable) the Second Lien Representative hereunder and (ii) any such amendment, further supplement or modification, or entry into any such new Second Lien Document, shall not be permitted without the consent of the First Lien Representative to the extent that any such amendment, supplement or modification other modification, or Refinancing shall notthe terms of any such new Second Lien Document, without the consent of each First Lien Representative: would (1A) except in connection with any Permitted Refinancing, increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the Second Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.006% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt (excluding increases resulting from (A) the accrual of interest at the default rate, ) or (B) resulting from fluctuations in underlying rate indicesbe prohibited by, or (C) payment of would require any underwriting Grantor to act or arrangement fee not payable to all of the holders of the Second Lien Obligations of such Series); (2) accelerate any date upon which a scheduled payment of principal or interest is due (including, without limitation, by shortening the maturity date applicable thereto), or otherwise decrease the weighted average life to maturity; (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document for that Series refrain from acting in a manner adverse to the First Lien Secured Parties; (4) add or make more restrictive any “Event of Default” under (and as defined in) any Second Lien Document or any covenant with respect to the Second Lien Debt or make any change to any “Event of Default” under (and as defined in) any Second Lien Document or any covenant which that would have the effect of making such event of default or covenant more restrictive; provided, that if the First Lien Documents are amended or otherwise modified to provide for additional covenants or “Events of Default” under (and as defined in) the applicable First Lien Document or to make more restrictive any existing covenants or events of default applicable to the Loan Parties, then the Second Lien Documents may be amended to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such caseviolate, any applicable cushion is maintained (determined on a percentage basis based on of the relevant levels under the First Lien Documents and the Second Lien Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified); (5) contravene the provisions terms of this Agreement; (6) alter the lien subordination provisions with respect to the Second Lien Obligations (other than in a manner consistent with the terms of the Initial Second Lien Credit Agreement as in effect on the date hereof); (7) increase or add any recurring fees, prepayment provisions or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of Second Lien Obligations; (8) subject any Grantor to any prohibitions or limitations on the making of payments on the First Lien Obligations other than those prohibitions and/or limitations in the Second Lien Documents as in effect on the date hereof; or (9) modify the Second Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the Second Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the Second Lien Obligations in excess of the amounts and rights set forth in the Second Lien Documents as in effect on the date hereof. (c) In the event any First Lien Representative or the applicable First Lien Secured Parties and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Representative, such First Lien Secured Parties, the Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of any Second Lien Representative or other Second Lien Secured Party and without any action by any The Second Lien Representative, any other Second Lien Secured Party, the Borrower or any other Grantor; provided, that no such amendment, waiver or consent shall have any force or effect with respect to, and shall not be binding upon and modify any of, the Second Lien Collateral Documents, or the rights of the Second Lien Representative or the Second Lien Parties thereunder, that (1) amends, modifies or otherwise affects the rights or duties of any Second Lien Representative or any Second Lien Secured Party without its prior written consent, (2) removes assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations (3) waives any default or event of default that has occurred, (4) is prejudicial to the interests on behalf of the Second Lien Secured Parties Parties, agrees that each Second Lien Collateral Document shall include the following language (or language to a greater extent than similar effect as shall be reasonable satisfactory for the First Lien Representative): “Notwithstanding anything herein to the contrary, the liens and security interest granted to the Second Lien Representative, for the benefit of the Second Lien Secured Parties Parties, pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Representative, for the benefit of the Second Lien Secured Parties, hereunder are subject to the provisions of that certain Intercreditor Agreement, dated as of March 5, 2010 (other than by virtue of their relative priority and rights and obligations hereunderas amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), or (5) permits among Citicorp USA, Inc. as First Lien Representative, The Bank of New York Mellon, as Second Lien Representative, Xxxxxxx Kodak Company, the direct and indirect subsidiaries of the Company party thereto and such other Liens on parties as may be added thereto from time to time. In the Collateral not permitted under event of any conflict between the terms of the Second Lien Documents or Section 6; Intercreditor Agreement and provided, further thatthis Agreement, the First Lien Representative terms of the Intercreditor Agreement shall provide prior written notice to the Second Lien Representative of any such amendment, waiver or consent at least 10 days prior to such actiongovern.”

Amendments to First Lien Documents and Second Lien Documents. (a) The First Lien Documents of any Series may be amended, restated, renewed, extended, supplemented or otherwise modified in accordance with their terms and the First Lien Debt of any Series Obligations may be Refinanced, in each case, case without notice to, or the consent of, any Second Lien Representative Collateral Agent or any other Second Lien Secured PartyClaimholder, all without affecting the lien subordination or other provisions of this Agreement; provided provided, however, that any (i) such amendment, supplement or modification or Refinancing is not in breach of permitted by the terms of this Agreement and, in the case of any Refinancing, Second Lien Documents and (ii) the holders of such Refinancing debt (or their agentsrepresentative, agent or trustee on behalf of such holders) bind themselves in writing addressed to the Second Lien Representative such holders to the terms of this Agreement; and provided, further that any such amendment, supplement, modification or Refinancing shall not, without the consent of each Second Lien Representative: (1) increase the sum of (i) the outstanding aggregate principal amount of the as First Lien Obligations under the Claimholders, by executing and delivering an Intercreditor Agreement Joinder or in a writing addressed to each other First Lien Documents (including the undrawn portion Collateral Agent (if any) for the benefit of the commitments under itself and the First Lien Loan Documents)plus (ii) the aggregate face amount of undrawn letters of credit, in excess of the Cap Amount, (2) increase the “Applicable Margin” or similar component of the interest rate or yield applicable Claimholders with respect to the Indebtedness outstanding under the which such First Lien Documents Collateral Agent is acting as Agent and each Second Lien Collateral Agent, for the benefit of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount itself and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00 % per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from (A) application of any pricing grid set forth in the applicable First Lien Document as in effect on the date such Indebtedness became First Lien Debt, (B) the accrual of interest at the default rate, (C) fluctuations in underlying rate indices, or (D) payment of any underwriting or arrangement fee not payable to all of the holders of the First Lien Obligations of such Series); (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Document in a manner adverse to the Second Lien Secured Parties; (4) increase or add any recurring fees, prepayment premiums or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of Claimholders with respect to which such Series of First Lien Obligations; (5) subject the Grantors to any prohibitions or limitations on the making of payments on the Second Lien Obligations other than those prohibitions and/or limitations in the First Lien Documents Collateral Agent is acting as in effect on the date hereof; (6) modify the First Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the First Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the First Lien Obligations in excess of the amounts and rights set forth in the First Lien Documents as in effect on the date hereof; or (7) contravene the provisions of this AgreementAgent. (b) The Second Lien Documents may be amended, supplemented or otherwise modified in accordance with their terms and In the Second Lien Debt of any Series may be Refinanced, in event that each case, without notice to, or the consent of, any applicable First Lien Representative or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, to the extent the terms and conditions of such amendment, supplement or modification meet any applicable requirements set forth in Collateral Agent and/or the First Lien Documents; provided that any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the First Lien Representative to the terms of this Agreement; and provided, further that any such amendment, supplement or modification or Refinancing shall not, without the consent of each First Lien Representative: (1) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the Second Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt (excluding increases resulting from (A) the accrual of interest at the default rate, (B) resulting from fluctuations in underlying rate indices, or (C) payment of any underwriting or arrangement fee not payable to all of the holders of the Second Lien Obligations of such Series); (2) accelerate any date upon which a scheduled payment of principal or interest is due (including, without limitation, by shortening the maturity date applicable thereto), or otherwise decrease the weighted average life to maturity; (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document for that Series in a manner adverse to the First Lien Secured Parties; (4) add or make more restrictive any “Event of Default” under (and as defined in) any Second Lien Document or any covenant with respect to the Second Lien Debt or make any change to any “Event of Default” under (and as defined in) any Second Lien Document or any covenant which would have the effect of making such event of default or covenant more restrictive; provided, that if the First Lien Documents are amended or otherwise modified to provide for additional covenants or “Events of Default” under (and as defined in) the applicable First Lien Document or to make more restrictive any existing covenants or events of default applicable to the Loan Parties, then the Second Lien Documents may be amended to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the First Lien Documents and the Second Lien Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified); (5) contravene the provisions of this Agreement; (6) alter the lien subordination provisions with respect to the Second Lien Obligations (other than in a manner consistent with the terms of the Initial Second Lien Credit Agreement as in effect on the date hereof); (7) increase or add any recurring fees, prepayment provisions or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of Second Lien Obligations; (8) subject any Grantor to any prohibitions or limitations on the making of payments on the First Lien Obligations other than those prohibitions and/or limitations in the Second Lien Documents as in effect on the date hereof; or (9) modify the Second Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the Second Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the Second Lien Obligations in excess of the amounts and rights set forth in the Second Lien Documents as in effect on the date hereof. (c) In the event any First Lien Representative or the applicable First Lien Secured Parties and the relevant Grantor Claimholders enter into any amendment, restatement, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the applicable First Lien RepresentativeCollateral Agents, such the First Lien Secured Parties, the Borrower Claimholders or any other Grantor thereunderthereunder (including the release of any Liens in First Lien Collateral) in a manner that is applicable to all First Lien Obligations, then such amendment, waiver or consent shall apply automatically to any comparable provision of a each comparable Second Lien Collateral Document without the consent of any Second Lien Representative Collateral Agent or other any Second Lien Secured Party Claimholder and without any action by any Second Lien Representative, any other Second Lien Secured Party, the Borrower Collateral Agent or any other Grantor; provided, however, that (x) no such amendment, restatement, waiver or consent shall have (i) remove assets subject to the Lien of any force Second Priority Collateral Document, except as provided for in Section 5.1(a) or effect with (b) in respect to, and shall not be binding upon and modify any of, the Second Lien Collateral Documents, or the rights of a concurrent release of the Second corresponding Lien Representative of any First Priority Collateral Document or the Second Lien Parties thereunder(ii) amend, that (1) amends, modifies modify or otherwise affects adversely affect the rights or duties of any Second Lien Representative or any Second Lien Secured Party Collateral Agent without its prior written consent and (y) written notice of such amendment, restatement, waiver or consent shall have been given to each Second Lien Collateral Agent within 10 Business Days after the effectiveness of such amendment, restatement, waiver or consent, . (2c) removes assets subject Prior to the Discharge of First Lien Obligations, without the prior written consent of the First Lien Collateral Agents, no Second Lien Document may be amended, restated, renewed, extended, supplemented, otherwise modified to the extent such any such amendment, restatement, renewal, extension, supplement or other modification or the terms of any new Second Lien Document would contravene the provisions of this Agreement. (d) The Second Lien Obligations may be Refinanced to the extent that (i) such refinancing is permitted by the First Lien Documents and (ii) the holders of such Refinancing debt (or their representative, agent or trustee on behalf of such holders) bind such holders to the terms of this Agreement, as Second Lien Claimholders, by executing and delivering an Intercreditor Agreement Joinder or in a writing addressed to each First Lien Collateral Agent for the benefit of itself and the First Lien Claimholders with respect to which such First Lien Collateral Agent is acting as Agent and each other Second Lien Collateral Agent (if any), for the benefit of itself and the Second Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent. (e) Each Borrower agrees that each Second Lien Collateral Document shall at all times include the following language (or language to similar effect approved by the Designated First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to [the applicable Second Lien Collateral Agent] pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Documents, except Agent hereunder are subject to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release provisions of the Liens securing Amended and Restated Intercreditor Agreement dated as of October 20, 2016 (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Bank of America, N.A., as Initial First Lien Obligations (3) waives any default Collateral Agent, and U.S. Bank National Association, as Initial Second Lien Collateral Agent, and certain other persons party or that may become party thereto from time to time. In the event of default that has occurred, (4) is prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and rights and obligations hereunder), or (5) permits other Liens on the Collateral not permitted under any conflict between the terms of the Second Lien Documents or Section 6; Intercreditor Agreement and provided, further thatthis Agreement, the First Lien Representative terms of the Intercreditor Agreement shall provide prior written notice to the Second Lien Representative of any such amendment, waiver or consent at least 10 days prior to such actiongovern and control.”

Amendments to First Lien Documents and Second Lien Documents. (a) The First Lien Collateral Documents, the Existing First Lien Credit Agreement and all other Loan Documents of any Series (as defined in the Existing First Lien Credit Agreement) may be amended, supplemented or otherwise modified in accordance with their terms and the Existing First Lien Debt of any Series Credit Agreement may be Refinancedrefinanced, replaced or refunded, with the same or different lenders or representatives (a “Refinancing”), in each case, case without notice to, or the consent of, any of the Second Lien Representative or any other the Second Lien Secured PartyParties; provided, all without affecting however, that the lien subordination or other provisions holders of this Agreement; provided that any such amendment, supplement or modification or Refinancing is not debt bind themselves in breach of writing to the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the Second Lien Representative to the terms of this Agreement; and provided, further that any such amendment, supplement, modification or Refinancing shall not, without the consent of each Second Lien Representative: (1) increase the sum of not provide for (i) the outstanding aggregate a principal amount of, without duplication, term loans, revolving loan commitments and letter of credit facilities (but excluding hedging obligations) in excess of $135,000,000 in the aggregate, so long as, at the time of the First Lien Obligations under incurrence of any indebtedness in excess of $120,000,000, the First Lien Documents Leverage Ratio is less than 6:00:1:00, less (including x) the undrawn portion amount of all repayments and prepayments of principal applied to any term loans and (if anyy) the amount of all repayments and prepayments of any revolving loan or letter of credit, to the commitments under extent accompanied by a corresponding reduction in the First Lien Loan Documents)plus applicable commitment amount, and (ii) an increase in the aggregate face amount rate of undrawn letters of credit, interest (without taking into account default interest) in excess of the Cap Amount, (2) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the First Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00 2.00% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from (A) application of any pricing grid set forth in the applicable First Lien Document as in effect on the date such Indebtedness became First Lien Debt, (B) the accrual of interest at the default rate, (C) fluctuations in underlying rate indices, or (D) payment of any underwriting or arrangement fee not payable to all of the holders of the First Lien Obligations of such Series); (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Document in a manner adverse to the Second Lien Secured Parties; (4) increase or add any recurring fees, prepayment premiums or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of First Lien Obligations; (5) subject the Grantors to any prohibitions or limitations on the making of payments on the Second Lien Obligations other than those prohibitions and/or limitations in the First Lien Documents as in effect on the date hereof; (6) modify the First Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the First Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the First Lien Obligations in excess of the amounts and rights set forth in the First Lien Documents as in effect on the date hereof; or (7) contravene the provisions of this Agreementannum. (b) The Without the prior written consent of the First Lien Representative, none of the Second Lien Collateral Documents, the Existing Second Lien Note Agreement or any other Note Documents (as defined in the Existing Second Lien Note Agreement) may be amended, supplemented or otherwise modified in accordance with their terms and the Second Lien Debt of any Series or entered into, nor may they be Refinanced, in each case, without notice to, or the consent of, any First Lien Representative or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, subject to the extent the terms and conditions of such amendment, supplement or modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or modification or Refinancing is not in breach of the terms of this Agreement and, in the case of any a Refinancing, the holders of such Refinancing debt (or their agents) bind themselves in writing addressed to the First Lien Representative to the terms of this Agreement; and provided, further except that any such amendment, supplement or modification or Refinancing shall not, without the consent of each First Lien Representative: (1) increase the “Applicable Margin” or similar component of the interest rate or yield applicable to the Indebtedness outstanding under the Second Lien Documents of that Series with “yield” taking into account the “applicable margin”, upfront fees, original issue discount and any interest rate floors, in a manner that would result in the total yield thereon to exceed by more than 4.00% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt (excluding increases resulting from (A) the accrual of interest at the default rate, (B) resulting from fluctuations in underlying rate indices, or (C) payment of any underwriting or arrangement fee not payable to all of the holders of the Second Lien Obligations of such Series); (2) accelerate any date upon which a scheduled payment of principal or interest is due (including, without limitation, by shortening the maturity date applicable thereto), or otherwise decrease the weighted average life to maturity; (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document for that Series in a manner adverse to the First Lien Secured Parties; (4) add or make more restrictive any “Event of Default” under (and as defined in) any Second Lien Document or any covenant with respect to the Second Lien Debt or make any change to any “Event of Default” under (and as defined in) any Second Lien Document or any covenant which would have the effect of making such event of default or covenant more restrictive; provided, that if the First Lien Documents are amended or otherwise modified to provide for additional covenants or “Events of Default” under (and as defined in) the applicable First Lien Document or to make more restrictive any existing covenants or events of default applicable to the Loan Parties, then the Second Lien Documents may be amended to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the First Lien Documents and the Second Lien Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified); (5) contravene the provisions of this Agreement; (6) alter the lien subordination provisions with respect to the Second Lien Obligations (other than in a manner consistent with the terms of the Initial Second Lien Credit Agreement as in effect on the date hereof); (7) increase or add any recurring fees, prepayment provisions or similar amounts above those in effect on the date hereof in an amount that would exceed 2.00% of the aggregate principal amount of such Series of Second Lien Obligations; (8) subject any Grantor to any prohibitions or limitations on the making of payments on the First Lien Obligations other than those prohibitions and/or limitations in the Second Lien Documents as in effect on the date hereof; or (9) modify the Second Lien Documents to permit any Grantor, the Sponsor (as such term is defined in the Second Lien Credit Agreement) or any of their respective affiliates to acquire, vote and/or enforce any of the Second Lien Obligations in excess of the amounts and rights set forth in the Second Lien Documents as in effect on the date hereof. (c) In the event any First Lien Representative or the applicable First Lien Secured Parties and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Representative, such First Lien Secured Parties, the Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of any Second Lien Representative or other Second Lien Secured Party and without any action by any Second Lien Representative, any other Second Lien Secured Party, the Borrower or any other Grantor; provided, that no such amendment, waiver or consent shall have any force or effect with respect to, and shall not be binding upon and modify any of, the Second Lien Collateral Documents, the Existing Second Lien Note Agreement and all other Note Documents (as defined in the Existing Second Lien Note Agreement) may be amended, supplemented or the rights of otherwise modified and the Second Lien Representative Note Agreement may be referenced, in each case, in a manner that (A) does not shorten any date or increase the amount of any required repayment, prepayment or redemption of the principal of such Debt under the Existing Second Lien Note Agreement or ignore its priority (including, if the debt being refinanced or otherwise modified is subordinated debt, by modifying the subordination provisions thereof), (B) does not increase the rate of interest (without taking into account default interest) in excess of 2.00% per annum, does not extend the date for payment of the interest, or does not increase the premium (if any) or fees payable on the Second Lien Parties thereunderObligations or (C) makes the covenants, that (1) amends, modifies events of default or otherwise affects the rights or duties of any remedies relating to Second Lien Representative Obligations no more restrictive on any Loan Party taken as a whole (it being understood and agreed that if any particular provision is more onerous or any Second Lien Secured Party without its prior written consent, (2) removes assets subject restrictive such provision shall be deemed to have been included in the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the Existing First Lien Obligations (3) waives any default or event of default that has occurred, (4) is prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and rights and obligations hereunderCredit Agreement), or (5) permits other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6; and provided, further that, the First Lien Representative shall provide prior written notice to the Second Lien Representative of any such amendment, waiver or consent at least 10 days prior to such action.