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

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extended, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement may be replaced or Refinanced, in each case without the consent of the Second Lien Administrative Agent or the Second Lien Secured Parties; provided, however, that (x) the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and (y) any such amendment, supplement, modification or Refinancing shall not: (i) provide for a principal amount of, without duplication, term loans, revolving loan commitments and letters of credit, bonds, debentures, notes or similar instruments (but excluding Hedging Obligations and Cash Management Obligations) in the aggregate in excess of the Maximum First Lien Indebtedness Amount; (ii) increase the interest rate or yield provisions applicable to the First Lien Obligations (including by the establishment of any incremental loans or notes or pursuant to any Refinancing) to an amount that would exceed the First Lien Interest Rate Cap (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, (B) resulting from the application of the pricing grid set forth in the definition of “Applicable Margin” in the Initial First Lien Credit Agreement as in effect on the date hereof or (C) resulting from the accrual of interest during the continuance of an Event of Default, or if amounts owed under the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial First Lien Credit Agreement, as in effect on the date hereof); or (iii) extend the scheduled final Maturity Date (as defined in the First Lien Credit Agreement) or the date of any scheduled amortization payment beyond the scheduled final maturity date of the Second Lien Credit Agreement. (b) Until the Discharge of First Lien Obligations occurs, the Second Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second Lien Credit Agreement may be replaced or Refinanced in each case, without the consent of the First Lien Administrative Agent or the First Lien Secured Parties provided, however, that the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and any such amendment, restatement, supplement, modification or Refinancing shall not: (i) provide for a principal amount of the Second Lien Obligations in excess of the amounts permitted under the First Lien Loan Documents as of the date hereof; (ii) increase the interest rate or yield provisions applicable to the Second Lien Obligations to an all-in yield that would exceed the Second Lien Interest Rate Cap for the highest rate available or in effect on the date hereof (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second Lien Credit Agreement or (B) resulting from the accrual of interest during the continuance of an Event of Default, or if amounts owed under the Initial Second Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial Second Lien Credit Agreement, as in effect on the date hereof); (iii) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change any covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iv) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or (B) other than as permitted by part (iv) of this clause (b), increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party in a manner adverse in any material respect to any of the First Lien Secured Parties. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without the prior written consent of the First Lien Administrative Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien Collateral Document, would contravene any of the terms of this Agreement and (ii) without the prior written consent of the Second Lien Administrative Agent, no First Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new First Lien Credit Agreement or First Lien Collateral Document, would contravene any of the terms of this Agreement. (d) The Second Lien Administrative Agent agrees that each Second Lien Collateral Document shall include the following language: “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 April [ ], 2012 as the same may be amended, restated, amended and restated, supplemented, waived and/or otherwise modified from time to time (the “Intercreditor Agreement”) among Barclays Bank PLC, as First Lien Administrative Agent, and Barclays Bank PLC, as Second Lien Administrative Agent and the Grantors (as defined therein) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Lien Administrative Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by any Grantor is granted to secure the Second Lien Obligations covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the priority of the First Lien Collateral Document covering such Collateral over such Second Lien Collateral Document. (e) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, until the date upon which the Discharge of First Lien Obligations shall have occurred, in the event the First Lien Administrative Agent or the First Lien Secured Parties enter into any written 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 First Lien Administrative Agent, the First Lien Secured Parties or the Grantors thereunder, then such amendment, waiver or consent shall automatically apply in a comparable manner to any comparable provision of the Second Lien Collateral Documents without the consent of the Second Lien Administrative Agent or the Second Lien Secured Parties and without any action by the Second Lien Administrative Agent or any Grantor; provided, however, (A) that no such amendment, waiver or consent shall be effective to (i) release any Lien of the Second Lien Collateral Documents, (ii) remove assets subject to the Lien of the Second Lien Collateral Documents, (iii) adversely affect the perfection or priority of any such Lien, (iv) reduce the principal of, or interest or other amounts payable on, any amount payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (v) postpone any date fixed for any payment of principal of, or interest or other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (vi) or permit any Liens on the Collateral not permitted under the Second Lien Loan Documents or Section 6 or (vii) impose duties on the Second Lien Administrative Agent without its consent, except, in the cases of clauses (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority of, such Lien is permitted by Section 5.1 or Section 6 and (B) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Agent no later than 10 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness or validity thereof; and provided further that this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties under the First Lien Credit Agreement and the First Lien Collateral Documents and is not intended to impose any liability on the First Lien Administrative Agent or First Lien Secured Parties.

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extended, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement may be replaced or Refinanced, in each case case, without notice to, or the consent of the Second Lien Administrative Collateral Agent or the Second Lien Secured Parties; providedClaimholders, however, that (x) all without affecting the holders of such Refinancing debt bind themselves in writing to the terms lien subordination or other provisions of this Agreement and (y) any such amendment, supplement, modification or Refinancing shall not: (i) provide for a principal amount of, without duplication, term loans, revolving loan commitments and letters of credit, bonds, debentures, notes or similar instruments (but excluding Hedging Obligations and Cash Management Obligations) in the aggregate in excess of the Maximum First Lien Indebtedness AmountAgreement; (ii) increase the interest rate or yield provisions applicable to the First Lien Obligations (including by the establishment of any incremental loans or notes or pursuant to any Refinancing) to an amount that would exceed the First Lien Interest Rate Cap (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, (B) resulting from the application of the pricing grid set forth in the definition of “Applicable Margin” in the Initial First Lien Credit Agreement as in effect on the date hereof or (C) resulting from the accrual of interest during the continuance of an Event of Default, or if amounts owed under the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial First Lien Credit Agreement, as in effect on the date hereof); or (iii) extend the scheduled final Maturity Date (as defined in the First Lien Credit Agreement) or the date of any scheduled amortization payment beyond the scheduled final maturity date of the Second Lien Credit Agreement. (b) Until the Discharge of First Lien Obligations occurs, the Second Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second Lien Credit Agreement may be replaced or Refinanced in each case, without the consent of the First Lien Administrative Agent or the First Lien Secured Parties provided, however, that the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to the terms of this Agreement and any such amendment, restatement, supplement, modification or Refinancing shall not: , without the consent of the Second Lien Collateral Agent: (i1) provide for a increase the sum of (without duplication) (A) the then outstanding aggregate principal amount of the Second First Lien Credit Agreement and (B) the aggregate amount of Revolving Commitment under the First Lien Credit Agreement and (C) the aggregate face amount of any letters of credit issued under the First Lien Credit Agreement and not reimbursed and (D) the then outstanding aggregate principal amount of First Lien Obligations and the aggregate face amount of any letters of credit issued and not reimbursed constituting First Lien Obligations in excess of the amounts permitted under the First Lien Loan Documents as of the date hereof; Cap Amount; (ii2) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Second First Lien Obligations to an all-in yield that would exceed the Second Lien Interest Rate Cap for the highest rate available or in effect on the date hereof by more than 2.5% per annum (excluding increases (A) resulting from increases application of the pricing grid set forth in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second First Lien Credit Agreement as in effect on the date hereof or (B) resulting from the accrual of interest during at the continuance default rate); (3) extend the scheduled maturity of an Event of Default, or if amounts owed under the Initial Second Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial Second Lien Credit Agreement, as in effect on the date hereof); (iii) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change any covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iv) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Second Lien Credit Agreement or any Refinancing thereof; or (B4) other than as permitted by part (iv) contravene the provisions of this clause (b), increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party in a manner adverse in any material respect to any of the First Lien Secured PartiesAgreement. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without Without the prior written consent of the First Lien Administrative Collateral Agent, no Second Lien Collateral Loan Document may be Refinanced, amended, supplemented or otherwise modified or entered into to the extent such Refinancing, amendment, supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien Collateral Loan Document, would contravene any of the terms of this Agreement and (ii) without the prior written consent of the Second Lien Administrative Agent, no First Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new First Lien Credit Agreement or First Lien Collateral Document, would contravene any of the terms of this Agreement.would: (d1) The Second Lien Administrative Agent agrees that each Second Lien Collateral Document shall include the following language: “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 April [ ], 2012 as the same may be amended, restated, amended and restated, supplemented, waived and/or otherwise modified from time to time (the “Intercreditor Agreement”) among Barclays Bank PLC, as First Lien Administrative Agent, and Barclays Bank PLC, as Second Lien Administrative Agent and the Grantors (as defined therein) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Lien Administrative Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by any Grantor is granted to secure the Second Lien Obligations covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the priority of the First Lien Collateral Document covering such Collateral over such Second Lien Collateral Document. (e) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, until the date upon which the Discharge of First Lien Obligations shall have occurred, in the event the First Lien Administrative Agent or the First Lien Secured Parties enter into any written 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 First Lien Administrative Agent, the First Lien Secured Parties or the Grantors thereunder, then such amendment, waiver or consent shall automatically apply in a comparable manner to any comparable provision of the Second Lien Collateral Documents without the consent of the Second Lien Administrative Agent or the Second Lien Secured Parties and without any action by the Second Lien Administrative Agent or any Grantor; provided, however, (A) that no such amendment, waiver or consent shall be effective to (i) release any Lien of the Second Lien Collateral Documents, (ii) remove assets subject to the Lien of the Second Lien Collateral Documents, (iii) adversely affect the perfection or priority of any such Lien, (iv) reduce increase the principal of, or interest or other amounts payable on, any amount payable under of the Second Lien Credit Agreement or any Second Lien Loan Document, (v) postpone any date fixed for any payment in excess of principal of, or interest or other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (vi) or permit any Liens on the Collateral not amount permitted under the Second Lien Loan Documents or Section 6 or (vii) impose duties on the Second Lien Administrative Agent without its consent, except, in the cases of clauses (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority of, such Lien is permitted by Section 5.1 or Section 6 and (B) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Agent no later than 10 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness or validity thereof; and provided further that this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties under the First Lien Credit Agreement and Agreement; (2) increase the First “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Second Lien Collateral Documents and is not intended Obligations by more than 2.5% per annum (excluding increases resulting from the accrual of interest at the default rate); (3) change any default or Event of Default thereunder in a manner adverse to impose the loan parties thereunder (other than to eliminate any liability such Event of Default or increase any grace period related thereto or otherwise make such Event of Default or condition less restrictive or burdensome on the First Lien Administrative Agent or First Lien Secured Parties.Company);

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extended, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement may be replaced or Refinanced, in each case case, without notice to, or the consent of the Second Lien Administrative Agent Agents or the Second Lien Secured PartiesClaimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that (x) the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Agents and the Second Lien Claimholders to the terms of this Agreement and (y) any such amendment, supplement, modification or Refinancing shall not: , without the consent of the Second Lien Agents: (i1) provide for a principal amount of, without duplication, term loans, working capital or revolving loan commitments and letters of credit, bonds, debentures, notes or similar instruments (but excluding Hedging Obligations and Cash Management Obligations) in the aggregate in excess of the Maximum First Lien Indebtedness Amount; ; (2) (ii) increase the interest rate or yield provisions applicable to the First Lien Obligations by more than 3.0% per annum in the aggregate; provided that the limitations set forth in this Section 5.3(a)(2) shall not apply to (including by the establishment of any incremental loans or notes or pursuant to any RefinancingA) to an amount that would exceed the First Lien Interest Rate Cap (excluding increases (Ax) resulting from increases in the underlying reference rate not caused by any amendment, supplement, supplement modification or Refinancing of the First Lien Credit Agreement, (B) resulting from the application of the pricing grid set forth in the definition of “Applicable Margin” in the Initial First Lien Credit Agreement as in effect on the date hereof or (Cy) resulting from the accrual of interest during at the continuance of an Event of Default, or if amounts owed under the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial First Lien Credit Agreement, as in effect on the date hereof); or (iii) extend the scheduled final Maturity Date Default Rate (as defined in the First Lien Credit Agreement) or the date of any scheduled amortization payment beyond the scheduled final maturity date of the Second Lien Credit Agreement. (b) Until the Discharge of First Lien Obligations occurs, the Second Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second Lien Credit Agreement may be replaced or Refinanced in each case, without the consent of the First Lien Administrative Agent or the First Lien Secured Parties provided, however, that the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and any such amendment, restatement, supplement, modification or Refinancing shall not: (i) provide for a principal amount of the Second Lien Obligations in excess of the amounts permitted under the First Lien Loan Documents as of the date hereof; ) or (iiB) increase the any interest rate rates or yield provisions yields and premiums applicable to any incremental Term Loans in an aggregate principal amount of up to $10,000,000 permitted to be incurred by the Second Company pursuant to Section 2.20 of the First Lien Obligations to an all-in yield that would exceed the Second Lien Interest Rate Cap for the highest rate available or in effect on the date hereof Credit Agreement; or (excluding increases 3) (A) resulting from increases in shorten the underlying reference rate not caused by scheduled maturity of the First Lien Credit Agreement or any amendment, supplement, modification Refinancing thereof or (B) extend the scheduled maturity of the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Second Lien Credit Agreement or (B) resulting from the accrual of interest during the continuance of an Event of Default, or if amounts owed under the Initial Second Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial Second Lien Credit Agreement, as in effect on the date hereof); (iii) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change any covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iv) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or (B) other than as permitted by part (iv) of this clause (b), increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party in a manner adverse in any material respect to any of the First Lien Secured PartiesRefinancing thereof. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without Without the prior written consent of the First Lien Administrative AgentAgents, no Second Lien Collateral Loan Document may be amended, supplemented supplemented, Refinanced or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien Collateral Document, would contravene any of the terms of this Agreement and (ii) without the prior written consent of into; provided that the Second Lien Administrative Agent, no First Lien Collateral Document Loan Documents may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new First Lien Credit Agreement or First Lien Collateral Document, would contravene any of the terms of this Agreement. (d) The Second Lien Administrative Agent agrees that each Second Lien Collateral Document shall include the following language: “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 April [ ], 2012 as the same may be amended, restated, amended and restated, supplemented, waived and/or otherwise modified from time to time (the “Intercreditor Agreement”) among Barclays Bank PLC, as First Lien Administrative Agent, and Barclays Bank PLC, as Second Lien Administrative Agent and the Grantors (as defined therein) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Lien Administrative Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by any Grantor is granted to secure the Second Lien Obligations covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the priority of the First Lien Collateral Document covering such Collateral over such Second Lien Collateral Document. (e) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, until the date upon which the Discharge of First Lien Obligations shall have occurred, in the event the First Lien Administrative Agent or the First Lien Secured Parties enter into any written 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 First Lien Administrative Agent, the First Lien Secured Parties or the Grantors thereunder, then such amendment, waiver or consent shall automatically apply in a comparable manner to any comparable provision of the Second Lien Collateral Documents without the consent of the Second Lien Administrative Agent or the Second Lien Secured Parties and without any action by the Second Lien Administrative Agent or any Grantor; provided, however, (A) that no such amendment, waiver or consent shall be effective to (i) release extends the date or reduces the amount of any Lien required repayment, prepayment or redemption of the Second Lien Collateral Documents, (ii) remove assets subject to the Lien principal of the Second Lien Collateral Documents, (iii) adversely affect the perfection or priority of any such Lien, (iv) reduce the principal of, or interest or other amounts payable on, any amount payable Indebtedness under the Second Lien Credit Agreement or any Second Lien Loan DocumentAgreement, (vii) postpone any reduces the rate or extends the date fixed for any payment of principal ofthe interest, or interest or other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, premium (viif any) or permit any Liens on the Collateral not permitted under the Second Lien Loan Documents or Section 6 or (vii) impose duties fees payable on the Second Lien Administrative Agent without its consent, except, in the cases of clauses (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority of, such Lien is permitted by Section 5.1 or Section 6 and (B) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Agent no later than 10 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness or validity thereof; and provided further that this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties under the First Lien Credit Agreement and the First Lien Collateral Documents and is not intended to impose any liability on the First Lien Administrative Agent or First Lien Secured Parties.Obligations or

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extended, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement may be replaced or Refinanced, in each case case, without notice to, or the consent of the Second Lien Administrative Collateral Agent or the Second Lien Secured Parties; providedClaimholders, however, that (x) all without affecting the holders of such Refinancing debt bind themselves in writing to the terms lien subordination or other provisions of this Agreement and (y) any such amendment, supplement, modification or Refinancing shall not: (i) provide for a principal amount of, without duplication, term loans, revolving loan commitments and letters of credit, bonds, debentures, notes or similar instruments (but excluding Hedging Obligations and Cash Management Obligations) in the aggregate in excess of the Maximum First Lien Indebtedness AmountAgreement; (ii) increase the interest rate or yield provisions applicable to the First Lien Obligations (including by the establishment of any incremental loans or notes or pursuant to any Refinancing) to an amount that would exceed the First Lien Interest Rate Cap (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, (B) resulting from the application of the pricing grid set forth in the definition of “Applicable Margin” in the Initial First Lien Credit Agreement as in effect on the date hereof or (C) resulting from the accrual of interest during the continuance of an Event of Default, or if amounts owed under the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial First Lien Credit Agreement, as in effect on the date hereof); or (iii) extend the scheduled final Maturity Date (as defined in the First Lien Credit Agreement) or the date of any scheduled amortization payment beyond the scheduled final maturity date of the Second Lien Credit Agreement. (b) Until the Discharge of First Lien Obligations occurs, the Second Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second Lien Credit Agreement may be replaced or Refinanced in each case, without the consent of the First Lien Administrative Agent or the First Lien Secured Parties provided, however, that the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to the terms of this Agreement and any such amendment, restatement, supplement, modification or Refinancing shall not: : (i1) provide for a increase the sum of (without duplication) (A) the then outstanding aggregate principal amount of the Second Indebtedness under the First Lien Obligations Credit Agreement and the other First Lien Loan Documents and (B) the aggregate amount of revolving commitments under the First Lien Credit Agreement and (C) the aggregate face amount of any letters of credit issued under the First Lien Credit Agreement and not reimbursed in excess of the amounts permitted under the First Lien Loan Documents as of the date hereof; Cap Amount; (ii2) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Second Lien Obligations to an all-in yield that would exceed the Second Lien Interest Rate Cap for the highest rate available or in effect on the date hereof by more than 2.50% per annum (excluding increases (A) resulting from increases application of the pricing grid set forth in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second First Lien Credit Agreement as in effect on the date hereof or (B) resulting from the accrual of interest during at the continuance default rate); (3) extend the scheduled maturity of an Event of Default, or if amounts owed under the Initial Second Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial Second Lien Credit Agreement, as in effect on the date hereof); (iii) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change any covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iv) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or (B) other than as permitted by part (iv) any Refinancing thereof beyond the scheduled maturity of this clause (b), increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party in a manner adverse in any material respect to any of the First Lien Secured Parties. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without the prior written consent of the First Lien Administrative Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien Collateral Document, would contravene any of the terms of this Agreement and (ii) without the prior written consent of the Second Lien Administrative Agent, no First Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new First Lien Credit Agreement or First Lien Collateral Document, would contravene any of the terms of this Agreement. (d) The Second Lien Administrative Agent agrees that each Second Lien Collateral Document shall include the following language: “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 April [ ], 2012 as the same may be amended, restated, amended and restated, supplemented, waived and/or otherwise modified from time to time (the “Intercreditor Agreement”) among Barclays Bank PLC, as First Lien Administrative Agent, and Barclays Bank PLC, as Second Lien Administrative Agent and the Grantors (as defined therein) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Lien Administrative Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by any Grantor is granted to secure the Second Lien Obligations covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the priority of the First Lien Collateral Document covering such Collateral over such Second Lien Collateral Document. (e) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, until the date upon which the Discharge of First Lien Obligations shall have occurred, in the event the First Lien Administrative Agent or the First Lien Secured Parties enter into any written 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 First Lien Administrative Agent, the First Lien Secured Parties or the Grantors thereunder, then such amendment, waiver or consent shall automatically apply in a comparable manner to any comparable provision of the Second Lien Collateral Documents without the consent of the Second Lien Administrative Agent or the Second Lien Secured Parties and without any action by the Second Lien Administrative Agent or any Grantor; provided, however, (A) that no such amendment, waiver or consent shall be effective to (i) release any Lien of the Second Lien Collateral Documents, (ii) remove assets subject to the Lien of the Second Lien Collateral Documents, (iii) adversely affect the perfection or priority of any such Lien, (iv) reduce the principal of, or interest or other amounts payable on, any amount payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (v) postpone any date fixed for any payment of principal of, or interest or other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (vi) or permit any Liens on the Collateral not permitted under the Second Lien Loan Documents or Section 6 or (vii) impose duties on the Second Lien Administrative Agent without its consent, except, in the cases of clauses (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority of, such Lien is permitted by Section 5.1 or Section 6 and (B) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Agent no later than 10 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness or validity Refinancing thereof; and provided further that or (4) contravene the provisions of this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties under the First Lien Credit Agreement and the First Lien Collateral Documents and is not intended to impose any liability on the First Lien Administrative Agent or First Lien Secured PartiesAgreement.

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extended, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement may be replaced or Refinanced, in each case case, without notice to, or the consent of the Second Lien Administrative Collateral Agent or the Second Lien Secured PartiesClaimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that (x) the holders of such Refinancing debt bind themselves or an agent acting on their behalf binds them in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to the terms of this Agreement and (y) any such amendment, supplement, modification or Refinancing shall not: (i) provide for a principal amount of, without duplication, term loans, revolving loan commitments and letters of credit, bonds, debentures, notes or similar instruments (but excluding Hedging Obligations and Cash Management Obligations) in the aggregate in excess consent of the Maximum First Second Lien Indebtedness Amount; Collateral Agent: (ii1) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the First Lien Obligations (including by the establishment of any incremental loans or notes or pursuant to any Refinancing) to an amount that would exceed the First Lien Interest Rate Cap more than 1.5% per annum (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, (B) resulting from the application of the pricing grid set forth in the definition of “Applicable Margin” in the Initial First Lien Credit Agreement as in effect on the date hereof or (C) resulting from the accrual of interest during the continuance of an Event of Default, or if amounts owed under the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial First Lien Credit Agreement, as in effect on the date hereof); or (iii) extend the scheduled final Maturity Date (as defined in the First Lien Credit Agreement) or the date of any scheduled amortization payment beyond the scheduled final maturity date of the Second Lien Credit Agreement. (b) Until the Discharge of First Lien Obligations occurs, the Second Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second Lien Credit Agreement may be replaced or Refinanced in each case, without the consent of the First Lien Administrative Agent or the First Lien Secured Parties provided, however, that the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and any such amendment, restatement, supplement, modification or Refinancing shall not: (i) provide for a principal amount of the Second Lien Obligations in excess of the amounts permitted under the First Lien Loan Documents as of the date hereof; (ii) increase the interest rate or yield provisions applicable to the Second Lien Obligations to an all-in yield that would exceed the Second Lien Interest Rate Cap for the highest rate available or in effect on the date hereof (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second Lien Credit Agreement or (B) resulting from the accrual of interest during at the continuance default rate); (2) extend the scheduled maturity of an Event of Default, or if amounts owed under the Initial Second Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial Second Lien Credit Agreement, as in effect on the date hereof); (iii) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change any covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iv) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or (B) other than as permitted by part (iv) any Refinancing thereof beyond the scheduled maturity of this clause (b), increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party Credit Agreement or any Refinancing thereof; (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the First Lien Credit Agreement in a manner adverse in any material respect to any the lenders under the Second Lien Credit Agreement; or (4) contravene the provisions of the First Lien Secured Partiesthis Agreement. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without Without the prior written consent of the First Lien Administrative Collateral Agent, no Second Lien Collateral Loan Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Lien Loan Document, would: (1) increase the “Applicable Margin” or similar component of the interest rate by more than 2% per annum (excluding increases resulting from the accrual of interest at the default rate); (2) change (to earlier dates) any dates upon which payments of principal or interest are due thereon; (3) change any default or Event of Default thereunder in a manner adverse to the First Lien Collateral Agent, the First Lien Lenders, the Company or any other Grantor; (4) change the redemption, prepayment or defeasance provisions thereof; (5) change any collateral therefor (other than to release such collateral or in compliance with Section 2.3(a)); (6) increase the obligations of the Company or any other Grantor thereunder or confer any additional rights on the Second Lien Lenders which would be adverse to the First Lien Lenders; or (7) contravene the provisions of this Agreement. Subject to the provisions of this subsection (b), the Second Lien Credit Agreement or Second Lien Collateral Document, would contravene any of may be Refinanced to the extent the terms and conditions of this Agreement such Refinancing debt are no less favorable in the aggregate to the loan parties and (ii) without to the prior written consent First Lien Lenders or the other First Lien Obligations than the terms and conditions of the Second Lien Administrative Agent, no Loan Documents (as determined in the opinion of the First Lien Collateral Document may be amendedAgent, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or outstanding aggregate principal amount of the terms of any new First Second Lien Credit Agreement is not increased, the average life to maturity thereof is greater than or equal to that of the Second Lien Credit Agreement and the holders of such Refinancing debt bind themselves or an agent acting on their behalf binds them in a writing addressed to the First Lien Collateral Document, would contravene any of Agent and the First Lien Claimholders to the terms of this Agreement. (dc) The Second Lien Administrative Agent Company agrees that each Second Lien Collateral Document shall include the following language: language (or language to similar effect approved by the First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Administrative Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Administrative Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of April [ ]June 10, 2012 2005 (as the same may be amended, restated, amended and restated, supplemented, waived and/or supplemented or otherwise modified from time to time (time, the “Intercreditor Agreement”) , among Barclays Bank PLCthe Borrower, Lxxxxx Commercial Paper Inc., as First Lien Administrative Collateral Agent, and Barclays Bank PLCLxxxxx Commercial Paper Inc., as Second Lien Administrative Agent Collateral Agent, and the Grantors (as defined therein) certain other persons party or that may become party thereto from time to time party theretotime. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall governgovern and control with respect to any exercise of a right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreement, and until the First Lien Obligations (as defined in the Intercreditor Agreement) have been Fully Satisfied (as such term is defined in the First Lien Guarantee and Collateral Agreement), (i) no Grantor shall be required hereunder to take any action that is inconsistent with such Grantor’s obligations under the First Lien Loan Documents and (ii) any obligation of any Grantor hereunder with respect to the delivery or control of any Collateral, the notation of any lien on any certificate of title, bxxx of lading or other Document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person shall be deemed to be satisfied if the Grantor complies with the requirements of the similar provision of the applicable First Lien Loan Document. Until the First Lien Obligations (as defined in the Intercreditor Agreement) have been Fully Satisfied (as such term is defined in the First Lien Guarantee and Collateral Agreement), the Administrative Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest, whether pursuant to the express terms hereof or pursuant to the further assurances provisions hereof, unless the First Lien Agent shall have required such Grantor to take similar action, and delivery of any Collateral to the First Lien Agent pursuant to the First Lien Loan Documents shall satisfy any delivery requirement hereunder.” In addition, the Company, the Second Lien Administrative Collateral Agent agrees and the Second Lien Creditors agree that each Second Lien Collateral Document under which any Lien on real property owned by any Grantor is granted to secure the Second Lien Obligations Mortgage covering any Collateral shall contain such other language as the First Lien Administrative Collateral Agent may reasonably request to reflect the priority subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Collateral over such Second Lien Collateral DocumentCollateral. (ed) Notwithstanding In the foregoing clauses (a) and (b) of this Section 5.3, until the date upon which the Discharge of event any First Lien Obligations shall have occurred, in the event the First Lien Administrative Collateral Agent or the First Lien Secured Parties Claimholders and the relevant Grantor enter into any written 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 of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Administrative Collateral Agent, the such First Lien Secured Parties Claimholders, the Company or the Grantors any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically apply in a comparable manner to any comparable provision of the Comparable Second Lien Collateral Documents Document without the consent of the Second Lien Administrative Collateral Agent or the Second Lien Secured Parties Claimholders and without any action by the Second Lien Administrative Agent Collateral Agent, the Company or any other Grantor; , provided, however, that: (A1) that no such amendment, waiver or consent shall be effective to have the effect of: (iA) release any Lien of the Second Lien Collateral Documents, (ii) remove 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; (iiiB) adversely affect the perfection or priority of any such Lien, (iv) reduce the principal of, or interest or other amounts payable on, any amount payable under imposing duties on the Second Lien Credit Agreement or any Second Lien Loan Document, Collateral Agent without its consent; (vC) postpone any date fixed for any payment of principal of, or interest or permitting other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (vi) or permit any Liens on the Collateral not permitted under the terms of the Second Lien Loan Documents or Section 6 or 6; or (viiD) impose duties on being prejudicial to the interests of the Second Lien Administrative Agent without its consent, except, in Claimholders to a greater extent than the cases First Lien Claimholders (other than by virtue of clauses their relative priorities and rights and obligations hereunder); and (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority of, such Lien is permitted by Section 5.1 or Section 6 and (B2) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Collateral Agent no later than 10 days within ten Business Days after its effectiveness; provided that the failure to give effective date of such notice shall not affect the effectiveness amendment, waiver or validity thereof; and provided further that this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties under the First Lien Credit Agreement and the First Lien Collateral Documents and is not intended to impose any liability on the First Lien Administrative Agent or First Lien Secured Partiesconsent.

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extendedamended and restated, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement Obligations may be replaced or RefinancedRefinanced in accordance with this Section 5.3(a), in each case case, without notice to, or the consent of of, the Second Lien Administrative Collateral Agent or the any Second Lien Secured PartiesClaimholder, all without affecting the lien subordination or other provisions of this Agreement; providedprovided that any such amendment, howeversupplement, that (x) modification or Refinancing is not inconsistent with the terms of this Agreement and, in the case of a Refinancing, the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Collateral Agent to the terms of this Agreement and (y) Agreement; provided, further, that any such amendment, supplement, modification or Refinancing shall not: , without the consent of the Second Lien Collateral Agent: (i) provide for a increase the then outstanding aggregate principal amount of, without duplication, term loans, revolving loan commitments and letters of credit, bonds, debentures, notes or similar instruments (but excluding Hedging Obligations and Cash Management Obligations) in the aggregate in excess of the Maximum Indebtedness under the First Lien Indebtedness Credit Agreement (including, if any, any undrawn portion of any commitment under the First Lien Credit Agreement) to an amount that would exceed the First Lien Cap Amount; ; (ii) increase the “Applicable Margin” (as defined in the First Lien Credit Agreement as in effect on the date hereof) or any comparable definition in any Refinancing of the First Lien Credit Agreement, or similar component of the interest rate or yield provisions applicable to the First Lien Obligations in a manner that would result in the total yield thereon to increase by more than 3.0% per annum on a weighted average basis (including by the establishment of modifying or adding any incremental loans or notes or pursuant to any Refinancing) to an amount that would exceed the First Lien Interest Rate Cap (interest rate floors, but excluding increases resulting from (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the First Lien Credit Agreement, (B) resulting from the application of the any pricing grid set forth in the definition of “Applicable Margin” in the Initial First Lien Credit Agreement as in effect on the date hereof hereof, (B) the accrual of interest at the default rate or (C) resulting from fluctuations in underlying rate indices); (iii) shorten the accrual of interest during scheduled final maturity date set forth in the continuance of an Event of Default, or if amounts owed under the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) or any other First Lien Loan Document or shorten the weighted average life to maturity of the Initial First Lien Obligations; (iv) change or add any negative covenant or event of default in the First Lien Credit AgreementAgreement or any other First Lien Loan Document (in each case, as in effect on the date hereof); ) in a manner that is materially more restrictive or (iii) extend the scheduled final Maturity Date (as defined change or add any affirmative covenant in the First Lien Credit Agreement) Agreement or any other First Lien Loan Document in a manner that is materially adverse to any Grantor (unless, in each instance, such changes or additions are accompanied by corresponding changes or additions in the Second Lien Loan Agreement (maintaining any appropriate cushions consistent with those in existence as of the date of any scheduled amortization payment beyond hereof)); (v) restrict the scheduled final maturity date amendment of the Second Lien Credit Loan Documents except as set forth in Section 5.3(b); (vi) modify in a manner more restrictive or add any other express restrictions on the ability of any Grantor to make a required payment or repayment of the Second Lien Obligations, including, without limitation, any payment or repayment of interest, scheduled principal and mandatory prepayments, fees, expenses, costs and indemnification; (vii) modify the restrictions relating to the purchase of First Lien Obligations by the Grantors and their Affiliates; or (viii) contravene the provisions of this Agreement. (b) Until the Discharge of First Lien Obligations occurs, the The Second Lien Loan Documents Agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms and the Second Lien Credit Agreement Obligations may be replaced or Refinanced in accordance with this Section 5.3(b), in each case, without notice to, or the consent of of, the First Lien Administrative Collateral Agent or any First Lien Claimholder, 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 Secured Parties providedCredit Agreement; provided that any such amendment, howeversupplement, that modification or Refinancing is not inconsistent with the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt bind themselves in a writing addressed to the First Lien Collateral Agent to the terms of this Agreement and Agreement; provided, further, that any such amendment, restatement, supplement, modification or Refinancing shall not: , without the consent of the First Lien Collateral Agent: (i) provide for a increase the then outstanding aggregate principal amount of the Second Lien Obligations in excess of the amounts permitted outstanding under the First Second Lien Loan Documents as Agreement (including, if any, any undrawn portion of any commitment under the date hereof; Second Lien Loan Agreement) to an amount that would exceed the Second Lien Cap Amount; (ii) increase the “Interest Rate” (as defined in the Second Lien Loan Agreement as in effect on the date hereof) or any comparable definition in any Refinancing of the Second Lien Loan Agreement, or similar component of the interest rate or yield provisions applicable to the Second Lien Obligations to an all-in yield a manner that would exceed result in the Second Lien Interest Rate Cap for the highest rate available or in effect total yield thereon to increase by more than 3.0% per annum on the date hereof a weighted average basis (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second Lien Credit Agreement or (B) resulting from the accrual of interest during at the continuance default rate); (iii) accelerate any date upon which a scheduled payment of an Event of Defaultprincipal or interest is due, or if amounts owed under otherwise decreases the Initial weighted average life to maturity; (iv) modify (or undertake any action having the effect of a modification of) the mandatory prepayment provisions of the Second Lien Credit Loan Agreement are overdue, as more further provided in Section 2.15(ca manner adverse to the First Lien Claimholders; (v) change or add any negative covenant or event of default in the Initial Second Lien Credit Agreement, Loan Agreement (as in effect on the date hereof); (iii) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change any covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iv) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or (B) other than as permitted by part (iv) of this clause (b), increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party in a manner adverse that is materially more restrictive or change or add any affirmative covenant in any material respect to any of the First Lien Secured Parties. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without the prior written consent of the First Lien Administrative Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien Collateral Document, would contravene any of the terms of this Agreement and (ii) without the prior written consent of the Second Lien Administrative Agent, no First Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new First Lien Credit Agreement or First Lien Collateral Document, would contravene any of the terms of this Agreement. (d) The Second Lien Administrative Agent agrees that each Second Lien Collateral Document shall include the following language: “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 April [ ], 2012 as the same may be amended, restated, amended and restated, supplemented, waived and/or otherwise modified from time to time (the “Intercreditor Agreement”) among Barclays Bank PLC, as First Lien Administrative Agent, and Barclays Bank PLC, as Second Lien Administrative Agent and the Grantors (as defined therein) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Lien Administrative Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by any Grantor is granted to secure the Second Lien Obligations covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the priority of the First Lien Collateral Document covering such Collateral over such Second Lien Collateral Document. (e) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, until the date upon which the Discharge of First Lien Obligations shall have occurred, in the event the First Lien Administrative Agent or the First Lien Secured Parties enter into any written 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 First Lien Administrative Agent, the First Lien Secured Parties or the Grantors thereunder, then such amendment, waiver or consent shall automatically apply in a comparable manner to any comparable provision of the Second Lien Collateral Documents without the consent of the Second Lien Administrative Agent or the Second Lien Secured Parties and without any action by the Second Lien Administrative Agent or any Grantor; provided, however, (A) that no such amendment, waiver or consent shall be effective to (i) release any Lien of the Second Lien Collateral Documents, (ii) remove assets subject to the Lien of the Second Lien Collateral Documents, (iii) adversely affect the perfection or priority of any such Lien, (iv) reduce the principal of, or interest or other amounts payable on, any amount payable under the Second Lien Credit Agreement or any other Second Lien Loan Document, Document in a manner that is materially adverse to any Grantor (v) postpone any date fixed for any payment of principal of, or interest or other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (vi) or permit any Liens on the Collateral not permitted under the Second Lien Loan Documents or Section 6 or (vii) impose duties on the Second Lien Administrative Agent without its consent, exceptunless, in the cases of clauses (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority ofeach instance, such Lien is permitted changes or additions are accompanied by Section 5.1 corresponding changes or Section 6 and (B) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Agent no later than 10 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness or validity thereof; and provided further that this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties under additions in the First Lien Credit Agreement and (maintaining any appropriate cushions consistent with those in existence as of the date hereof)); (vi) restrict the amendment of the First Lien Collateral Documents and is not intended Documents, except as set forth in Section 5.3(a); (vii) modify in a manner more restrictive or add any other express restrictions on the ability of any Grantor to impose any liability on make a required payment or repayment of the First Lien Administrative Agent Obligations, including, without limitation, any payment or repayment of interest, scheduled principal and mandatory prepayments, fees, expenses, costs and indemnification; (viii) modify the restrictions relating to the purchase of First Lien Secured PartiesObligations by the Grantors and their Affiliates; or (ix) contravene the provisions of this Agreement.

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extended, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement may be replaced or Refinanced, in each case without the consent of the Second Lien Administrative Agent or the Second Lien Secured PartiesClaimholders; provided, however, that (x) the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and (y) any such amendment, supplement, modification or Refinancing shall not: (i) provide for a principal amount of, without duplication, term loans, revolving loan commitments and letters of credit, bonds, debentures, notes or similar instruments (but excluding Hedging Obligations and Obligations in respect of Designated Cash Management ObligationsAgreements) in the aggregate in excess of the Maximum First Lien Indebtedness Amount; (ii) increase the interest rate or yield provisions applicable to the First Lien Obligations (including by more than 3.00% per annum in the establishment of any incremental loans or notes or pursuant to any Refinancing) to an amount that would exceed the First Lien Interest Rate Cap aggregate (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, Agreement or (B) resulting from the application of the pricing grid set forth in the definition of “Applicable Margin” in the Initial First Lien Credit Agreement as in effect on the date hereof or (C) resulting from the accrual of interest during at the continuance of an Event of Default, or if amounts owed under Default Rate (as defined in the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial First Lien Credit Agreement, as in effect on the date hereof); or (iii) extend the scheduled final Maturity Date (as defined in the First Lien Credit Agreement) or the date of any scheduled amortization payment beyond the then scheduled final maturity date of the Second Lien Credit Agreement. (b) Until the Discharge of First Lien Obligations occurs, the Second Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second Lien Credit Agreement may be replaced or Refinanced in each case, without the consent of the First Lien Administrative Agent or the First Lien Secured Parties Claimholders provided, however, that the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and any such amendment, restatement, supplement, modification or Refinancing shall not: (i) provide for a principal amount of the Second Lien Obligations in excess of the amounts amount permitted under the First Lien Loan Documents Credit Agreement (as of in effect on the date hereof); (ii) increase the interest rate or yield provisions applicable to the Second Lien Obligations to an all-by more than 3.00% per annum in yield that would exceed the Second Lien Interest Rate Cap for the highest rate available or in effect on the date hereof aggregate (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second Lien Credit Agreement or (B) resulting from the accrual of interest during at the continuance of an Event of Default, or if amounts owed under Default Rate (as defined in the Initial Second Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial Second Lien Credit Agreement, as in effect on the date hereof); (iii) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change any CHARl\1175377v2 20 covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iviii) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or (B) other than as permitted by part (iv) of this clause (b)Agreement, increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party Claimholder in a manner adverse in any material respect to any of the First Lien Secured PartiesClaimholders. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without the prior written consent of the First Lien Administrative Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien Collateral Document, would contravene any of the terms of this Agreement and (ii) without the prior written consent of the Second Lien Administrative Agent, no First Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new First Lien Credit Agreement or First Lien Collateral Document, would contravene any of the terms of this Agreement. (d) The Second Lien Administrative Agent agrees that each Second Lien Collateral Document shall include the following language: “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent administrative agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent administrative agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of April [ ]September 1, 2012 2010 as the same may be amended, restated, amended and restated, supplemented, waived and/or otherwise modified or replaced from time to time (the “Intercreditor Agreement”) among Barclays Bank PLCof America, N.A., as First Lien Administrative Agent, and Barclays Bank PLCof America, N.A., as Second Lien Administrative Agent, Bank of America, N.A., as Control Agent and the Grantors (as defined therein) from time to time a party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Lien Administrative Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by any Grantor is granted to secure the Second Lien Obligations covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the priority of the First Lien Collateral Document covering such Collateral over such Second Lien Collateral Document. (e) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, . until the date upon which the Discharge of First Lien Obligations shall have occurred, in the event the CHARl\1175377v2 First Lien Administrative Agent or the First Lien Secured Parties Claimholders enter into any written 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 First Lien Administrative Agent, the First Lien Secured Parties or Claimholders, the Grantors thereunder, then such amendment, waiver or consent shall automatically apply in a comparable manner to any comparable provision of the Second Lien Collateral Documents without the consent of the Second Lien Administrative Agent or the Second Lien Secured Parties Claimholders and without any action by the Second Lien Administrative Agent or any Grantor; provided, however, (A) that no such amendment, waiver or consent shall be effective to (i) release any Lien of the Second Lien Collateral Documents, (ii) remove assets subject to the Lien of the Second Lien Collateral Documents, (iii) adversely affect the perfection or priority of any such Lien, (iv) reduce the principal of, or interest or other amounts payable on, any amount payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (v) postpone any date fixed for any payment of principal of, or interest or other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (vi) or permit any Liens on the Collateral not permitted under the Second Lien Loan Documents or Section 6 6. or (vii) impose duties on the Second Lien Administrative Agent without its consent, except, in the cases of clauses (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority of, such Lien is permitted by Section 5.1 or Section 6 6, and (B) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Agent no later than 10 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness or validity thereof; and provided further that this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties Claimholders under the First Lien Credit Agreement and the First Lien Collateral Documents and is not intended to impose any liability on the First Lien Administrative Agent or First Lien Secured PartiesClaimholders.

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extendedamended and restated, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement may be replaced or Refinanced, in each case case, without notice to, or the consent of the Second Lien Administrative Collateral Agent or the other Second Lien Secured PartiesClaimholders, all without affecting the lien subordination or other provisions of this Agreement; providedprovided that any such amendment, howeversupplement or modification is not inconsistent with the terms of this Agreement and, that (x) in the case of a Refinancing, the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Collateral Agent to the terms of this Agreement and (y) Agreement; provided, further, that any such amendment, supplement, modification or Refinancing shall not: , without the consent of the Second Lien Collateral Agent: (i1) provide for a increase the sum of (A) the then-outstanding aggregate principal amount ofof the Indebtedness outstanding under the First Lien Credit Agreement (including, without duplicationif any, term loans, revolving loan commitments any undrawn portion of any commitment under the First Lien Credit Agreement) and (B) the aggregate face amount of any letters of credit, bonds, debentures, notes or similar instruments (but excluding Hedging Obligations credit issued and Cash Management Obligations) in outstanding under the aggregate First Lien Credit Agreement in excess of the Maximum First Lien Indebtedness Cap Amount; ; (ii2) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the First Lien Obligations (including by the establishment of any incremental loans or notes or pursuant to any Refinancing) to an amount that would exceed the First Lien Interest Rate Cap (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of Indebtedness outstanding under the First Lien Credit Agreement, (B) resulting from the application of the pricing grid set forth Agreement in a manner that would result in the definition of “Applicable Margin” in total yield thereon to exceed by more than 3% per annum the Initial First Lien Credit Agreement total yield on Indebtedness thereunder as in effect on the date hereof or (C) excluding increases resulting from the accrual of interest during at the continuance default rate); (3) extend a scheduled amortization payment or the scheduled final maturity date of an Event of Default, or if amounts owed under the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial First Lien Credit Agreement, as in effect on the date hereof); or (iii) extend the scheduled final Maturity Date (as defined in the First Lien Credit Agreement) or the date of any scheduled amortization payment a Refinancing beyond the scheduled final maturity date of the Second Lien Credit AgreementAgreement or Refinancing thereof; or; (4) modify (or undertake an action with the effect of a modification of) the mandatory prepayment provisions of the First Lien Credit Agreement (including accelerating or increasing the amortization of principal) in a manner adverse to the Second Lien Claimholders. (b) Until the Discharge of First Lien Obligations occurs, the Second Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second Lien Credit Agreement may be replaced or Refinanced in each case, without the consent of the First Lien Administrative Agent or the First Lien Secured Parties provided, however, that the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and any such amendment, restatement, supplement, modification or Refinancing shall not: (i) provide for a principal amount of the Second Lien Obligations in excess of the amounts permitted under the First Lien Loan Documents as of the date hereof; (ii) increase the interest rate or yield provisions applicable to the Second Lien Obligations to an all-in yield that would exceed the Second Lien Interest Rate Cap for the highest rate available or in effect on the date hereof (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second Lien Credit Agreement or (B) resulting from the accrual of interest during the continuance of an Event of Default, or if amounts owed under the Initial Second Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial Second Lien Credit Agreement, as in effect on the date hereof); (iii) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change any covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iv) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or (B) other than as permitted by part (iv) of this clause (b), increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party in a manner adverse in any material respect to any of the First Lien Secured Parties. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without Without the prior written consent of the First Lien Administrative Collateral Agent, no Second Lien Collateral Loan Document may be amended, supplemented restated, amended and restated, supplemented, replaced or Refinanced or otherwise modified from time to time or entered into to the extent such Refinancing, amendment, restatement, supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien Collateral Loan Document, would contravene any of would: (1) increase the terms of this Agreement and (ii) without the prior written consent then-outstanding principal amount of the Second Lien Administrative Agent, no First Credit Agreement; (2) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Indebtedness outstanding under the Second Lien Collateral Document may be amended, supplemented Credit Agreement in a manner that would result in the total yield thereon to exceed by more than 3% per annum the total yield on Indebtedness thereunder as in effect on the date hereof (excluding increases resulting from the accrual of interest at the default rate); (3) amend or otherwise modified modify any “Default” or entered into “Event of Default” (as each such term is defined in the Second Lien Credit Agreement) thereunder in a manner adverse to the extent such amendment, supplement loan parties thereunder; (4) accelerate any date upon which a scheduled payment of principal or modificationinterest is due, or otherwise decreases the terms weighted average life to maturity; (5) modify (or undertake any action having the effect of any new a modification of) the mandatory prepayment provisions of the Second Lien Credit Agreement in a manner adverse to the lenders under the First Lien Credit Agreement or First Lien Collateral Document, would contravene any Agreement; or (6) increase materially the obligations of the terms obligor thereunder or confer any additional material rights of this Agreement. (d) The Second Lien Administrative Agent agrees that each Second Lien Collateral Document shall include the following language: “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 April [ ], 2012 as the same may be amended, restated, amended and restated, supplemented, waived and/or otherwise modified from time to time (the “Intercreditor Agreement”) among Barclays Bank PLC, as First Lien Administrative Agent, and Barclays Bank PLC, as Second Lien Administrative Agent and the Grantors (as defined therein) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Lien Administrative Agent agrees that each Second Lien Collateral Document under Lenders (or a representative on their behalf) which would be adverse to any Lien on real property owned by loan parties, any Grantor is granted to secure the Second Lien Obligations covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the priority of Lenders, the First Lien Collateral Document covering such Collateral over such Second Agent or any other First Lien Collateral DocumentClaimholders. (ec) Notwithstanding In the foregoing clauses (a) and (b) of this Section 5.3, until the date upon which the Discharge of event any First Lien Obligations shall have occurred, in the event the First Lien Administrative Collateral Agent or the First Lien Secured Parties Claimholders and the relevant Grantor enter into any written 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 of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Administrative Collateral Agent, the such First Lien Secured Parties Claimholders, the Company or the Grantors any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically apply in a comparable manner to any comparable provision of the a Second Lien Collateral Documents Document without the consent of the Second Lien Administrative Collateral Agent or the other Second Lien Secured Parties Claimholders and without any action by the Second Lien Administrative Agent Collateral Agent, the Company or any other Grantor; provided, however, provided that: (A1) that no such amendment, waiver or consent shall be effective to have the effect of: (iA) release any Lien of the Second Lien Collateral Documents, (ii) remove 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 is a corresponding release of the Liens securing the First Lien Obligations; (iiiB) adversely affect the perfection or priority of any such Lien, (iv) reduce the principal of, or interest or other amounts payable on, any amount payable under imposing duties on the Second Lien Credit Agreement or any Second Lien Loan Document, Collateral Agent without its consent; (vC) postpone any date fixed for any payment of principal of, or interest or permitting other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (vi) or permit any Liens on the Collateral not permitted under the terms of the Second Lien Loan Documents or Section 6 or 6; or (viiD) impose duties on being prejudicial to the interests of the Second Lien Administrative Agent without its consent, except, in Claimholders to a greater extent than the cases First Lien Claimholders (other than by virtue of clauses their relative priority and the rights and obligations hereunder); and (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority of, such Lien is permitted by Section 5.1 or Section 6 and (B2) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Collateral Agent no later than 10 days within ten Business Days after its effectiveness; provided that the failure to give effective date of such notice shall not affect the effectiveness amendment, waiver or validity thereof; and provided further that this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties under the First Lien Credit Agreement and the First Lien Collateral Documents and is not intended to impose any liability on the First Lien Administrative Agent or First Lien Secured Partiesconsent.

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extended, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement may be replaced or Refinanced, in each case without the consent of the Second Lien Administrative Agent or the Second Lien Secured PartiesClaimholders; provided, however, that (x) the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and (y) any such amendment, supplement, modification or Refinancing shall not: (i) provide for a principal amount of, without duplication, term loans, revolving loan commitments and letters of credit, bonds, debentures, notes or similar instruments (but excluding Hedging Obligations and Obligations in respect of Designated Cash Management ObligationsAgreements) in the aggregate in excess of the Maximum First Lien Indebtedness Amount; (ii) increase the interest rate or yield provisions applicable to the First Lien Obligations (including by more than 3.00% per annum in the establishment of any incremental loans or notes or pursuant to any Refinancing) to an amount that would exceed the First Lien Interest Rate Cap aggregate (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, Agreement or (B) resulting from the application of the pricing grid set forth in the definition of “Applicable Margin” in the Initial First Lien Credit Agreement as in effect on the date hereof or (C) resulting from the accrual of interest during at the continuance of an Event of Default, or if amounts owed under Default Rate (as defined in the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial First Lien Credit Agreement, as in effect on the date hereof); or (iii) extend the scheduled final Maturity Date (as defined in the First Lien Credit Agreement) or the date of any scheduled amortization payment beyond the then scheduled final maturity date of the Second Lien Credit Agreement. (b) Until the Discharge of First Lien Obligations occurs, the Second Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second Lien Credit Agreement may be replaced or Refinanced in each case, without the consent of the First Lien Administrative Agent or the First Lien Secured Parties Claimholders provided, however, that the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and any such amendment, restatement, supplement, modification or Refinancing shall not: (i) provide for a principal amount of the Second Lien Obligations in excess of the amounts amount permitted under the First Lien Loan Documents Credit Agreement (as of in effect on the date hereof); (ii) increase the interest rate or yield provisions applicable to the Second Lien Obligations to an all-by more than 3.00% per annum in yield that would exceed the Second Lien Interest Rate Cap for the highest rate available or in effect on the date hereof aggregate (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second Lien Credit Agreement or (B) resulting from the accrual of interest during at the continuance of an Event of Default, or if amounts owed under Default Rate (as defined in the Initial Second Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial Second Lien Credit Agreement, as in effect on the date hereof); (iii) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change any CHARl\1175377v2 covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iviii) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or (B) other than as permitted by part (iv) of this clause (b)Agreement, increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party Claimholder in a manner adverse in any material respect to any of the First Lien Secured PartiesClaimholders. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without the prior written consent of the First Lien Administrative Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien Collateral Document, would contravene any of the terms of this Agreement and (ii) without the prior written consent of the Second Lien Administrative Agent, no First Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new First Lien Credit Agreement or First Lien Collateral Document, would contravene any of the terms of this Agreement. (d) The Second Lien Administrative Agent agrees that each Second Lien Collateral Document shall include the following language: “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent administrative agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent administrative agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of April [ ]September 1, 2012 2010 as the same may be amended, restated, amended and restated, supplemented, waived and/or otherwise modified or replaced from time to time (the “Intercreditor Agreement”) among Barclays Bank PLCof America, N.A., as First Lien Administrative Agent, and Barclays Bank PLCof America, N.A., as Second Lien Administrative Agent, Bank of America, N.A., as Control Agent and the Grantors (as defined therein) from time to time a party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Lien Administrative Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by any Grantor is granted to secure the Second Lien Obligations covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the priority of the First Lien Collateral Document covering such Collateral over such Second Lien Collateral Document. (e) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, . until the date upon which the Discharge of First Lien Obligations shall have occurred, in the event the CHARl\1175377v2 First Lien Administrative Agent or the First Lien Secured Parties Claimholders enter into any written 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 First Lien Administrative Agent, the First Lien Secured Parties or Claimholders, the Grantors thereunder, then such amendment, waiver or consent shall automatically apply in a comparable manner to any comparable provision of the Second Lien Collateral Documents without the consent of the Second Lien Administrative Agent or the Second Lien Secured Parties Claimholders and without any action by the Second Lien Administrative Agent or any Grantor; provided, however, (A) that no such amendment, waiver or consent shall be effective to (i) release any Lien of the Second Lien Collateral Documents, (ii) remove assets subject to the Lien of the Second Lien Collateral Documents, (iii) adversely affect the perfection or priority of any such Lien, (iv) reduce the principal of, or interest or other amounts payable on, any amount payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (v) postpone any date fixed for any payment of principal of, or interest or other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (vi) or permit any Liens on the Collateral not permitted under the Second Lien Loan Documents or Section 6 6. or (vii) impose duties on the Second Lien Administrative Agent without its consent, except, in the cases of clauses (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority of, such Lien is permitted by Section 5.1 or Section 6 6, and (B) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Agent no later than 10 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness or validity thereof; and provided further that this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties Claimholders under the First Lien Credit Agreement and the First Lien Collateral Documents and is not intended to impose any liability on the First Lien Administrative Agent or First Lien Secured PartiesClaimholders.

Amendments to First Lien Loan Documents and Second Lien Loan Documents. (a) The First Lien Loan Documents may be amended, restated, replaced, renewed, extended, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Credit Agreement and may be replaced or Refinanced, in each case case, without notice to, or the consent of of, the Second Lien Administrative Collateral Agent or the other Second Lien Secured PartiesClaimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that (x) the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Collateral Agent and the other Second Lien Claimholders to the terms of this Agreement and (y) any such amendment, supplement, modification or Refinancing shall not: : (i1) provide for a increase the sum of (A) the then outstanding aggregate principal amount of, without duplication, term loans, of the First Lien Credit Agreement (for this purpose treating the revolving loan commitments under the First Lien Credit Agreement as if they had been fully drawn) and (B) the aggregate face amount of any letters of credit, bonds, debentures, notes credit or similar instruments (but excluding Hedging Obligations issued under the First Lien Credit Agreement and Cash Management Obligations) in the aggregate not reimbursed in excess of the Maximum First Lien Indebtedness Amount; Cap; (ii2) modify the method of computing interest or increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the First Lien Obligations (including any letter of credit fee or unused commitment fee by the establishment of any incremental loans or notes or pursuant to any Refinancing) to an amount that would exceed the First Lien Interest Rate Cap more than 2.0% per annum (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, (B) resulting from the application of the pricing grid set forth in Section 1.5(c) of the definition of “Applicable Margin” in the Initial First Lien Credit Agreement as in effect on the date hereof or (CB) resulting from the accrual of interest during at the continuance default rate of an Event of Default, or if amounts owed under the Initial First Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial First Lien Credit Agreement, as in effect on the date hereof2% per annum); or ; (iii3) extend the scheduled final Maturity Date (as defined in maturity of the First Lien Credit Agreement) Agreement or the any Refinancing thereof to a date of any scheduled amortization payment beyond later than the scheduled final maturity date of the Second Lien Credit Agreement.Agreement or any Refinancing thereof; (b4) Until modify or add any covenant or event of default under the Discharge of First Lien Obligations occurs, the Second Lien Loan Credit Documents may be amended, restated, supplemented which directly restricts one or otherwise modified in accordance with their terms and more Grantors from making payments under the Second Lien Credit Agreement may Documents which would otherwise be replaced or Refinanced in each case, without the consent of the First Lien Administrative Agent or the First Lien Secured Parties provided, however, that the holders of such Refinancing debt bind themselves in writing to the terms of this Agreement and any such amendment, restatement, supplement, modification or Refinancing shall not: (i) provide for a principal amount of the Second Lien Obligations in excess of the amounts permitted under the First Lien Loan Credit Documents as of the date hereof; (ii) increase the interest rate or yield provisions applicable to the Second Lien Obligations to an all-in yield that would exceed the Second Lien Interest Rate Cap for the highest rate available or in effect on the date hereof (excluding increases (A) resulting from increases in the underlying reference rate not caused by any amendment, supplement, modification or Refinancing of the Second Lien Credit Agreement or (B) resulting from the accrual of interest during the continuance of an Event of Default, or if amounts owed under the Initial Second Lien Credit Agreement are overdue, as more further provided in Section 2.15(c) of the Initial Second Lien Credit Agreement, as in effect on the date hereof); ; (iii5) change to earlier dates the dates upon which payments of principal or interest on the Second Lien Obligations are due; (iv) change shorten any covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Lien Loan Documents as portion of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Grantor except to make conforming changes to match changes made to amortization of the First Lien Loan Documents so as to preserve, in connection with any amendments to the First Lien Loan Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of defaults in the First Lien Loan Documents and such covenants, defaults or events of default in the Second Lien Loan Documents; (v) change any mandatory or voluntary prepayment provisions of the Second Lien Obligations if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation (other than as a result of a change in the Maturity Date (as defined in the Second Lien Credit Agreement) or other dates as permitted by part (iv) of this clause (b)); or (vi) (A) change or amend any other term of the Second Lien Loan Documents if such change or amendment would result in a default under the First Lien Credit Agreement or as in effect on the date hereof; or (B6) other than as permitted by part (iv) of this clause (b), increase the obligations of any Grantor or confer additional material rights on any Second Lien Secured Party in a manner adverse in any material respect to any of the First Lien Secured Parties. (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, (i) until the date upon which the Discharge of First Lien Obligations shall have occurred, without the prior written consent of the First Lien Administrative Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into advance rate applicable to the extent such amendment, supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien Collateral Document, would contravene any of the terms of this Agreement and Borrowing Base (ii) without the prior written consent of the Second Lien Administrative Agent, no First Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new First Lien Credit Agreement or First Lien Collateral Document, would contravene any of the terms of this Agreement. (d) The Second Lien Administrative Agent agrees that each Second Lien Collateral Document shall include the following language: “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 April [ ], 2012 as the same may be amended, restated, amended and restated, supplemented, waived and/or otherwise modified from time to time (the “Intercreditor Agreement”) among Barclays Bank PLC, as First Lien Administrative Agent, and Barclays Bank PLC, as Second Lien Administrative Agent and the Grantors (as defined therein) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Lien Administrative Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by any Grantor is granted to secure the Second Lien Obligations covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the priority of the First Lien Collateral Document covering such Collateral over such Second Lien Collateral Document. (e) Notwithstanding the foregoing clauses (a) and (b) of this Section 5.3, until the date upon which the Discharge of First Lien Obligations shall have occurredthan, in the event such advance rate is decreased after the First Lien Administrative Agent date hereof, increases in such advance rate to a rate no higher than that existing on the date hereof) or the First Lien Secured Parties enter into any written amendment, waiver make amendments 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 First Lien Administrative Agent, the First Lien Secured Parties or the Grantors thereunder, then such amendment, waiver or consent shall automatically apply in a comparable manner to any comparable provision of the Second Lien Collateral Documents without the consent of the Second Lien Administrative Agent or the Second Lien Secured Parties and without any action by the Second Lien Administrative Agent or any Grantor; provided, however, (A) that no such amendment, waiver or consent shall be effective to (i) release any Lien of the Second Lien Collateral Documents, (ii) remove assets subject modifications to the Lien definitions of the Second Lien Collateral Documents“Borrowing Base”, (iii) adversely affect the perfection “Eligible Account”, “Eligible Pending Accounts Receivable”, “Fixed Contract Accounts Receivable” or priority of any such Lien, (iv) reduce the principal of, or interest or other amounts payable on, any amount payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (v) postpone any date fixed for any payment of principal of, or interest or other amounts payable on, any amounts payable under the Second Lien Credit Agreement or any Second Lien Loan Document, (vi) or permit any Liens on the Collateral not permitted under the Second Lien Loan Documents or Section 6 or (vii) impose duties on the Second Lien Administrative Agent without its consent, except, “Reserves” contained in the cases of clauses (i), (ii) and (iii), to the extent that a release of, or adverse effect on the perfection or priority of, such Lien is permitted by Section 5.1 or Section 6 and (B) notice of such amendment, waiver or consent shall have been given to the Second Lien Administrative Agent no later than 10 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness or validity thereof; and provided further that this paragraph is intended solely to set forth provisions by which the Second Lien Collateral Documents shall be automatically affected by amendments, waivers and consents given by the First Lien Administrative Agent and First Lien Secured Parties under the First Lien Credit Agreement and as in effect on the date hereof that have the effect of increasing the amount of credit available to the Borrower; provided, that the First Lien Collateral Documents Agent’s discretion to establish additional Reserves, to release Reserves and is to determine eligibility shall not intended to impose be affected or limited in any liability on the First Lien Administrative Agent or First Lien Secured Partiesmanner.