BANK PRODUCT
AGREEMENTS".
14.
SECTION 10.8(B) OF THE U.S. SECURITY
AGREEMENT IS AMENDED BY DELETING THE WORDS "OR CANADIAN SUBSIDIARIES" IN THE
FOURTH LINE THEREOF.
15.
SECTION 10.17 OF THE U.S. SECURITY AGREEMENT
IS DELETED IN ITS ENTIRETY.
10
16.
SECTION 7 OF ANNEX N TO THE U.S. SECURITY
AGREEMENT IS AMENDED BY ADDING THE WORDS '"OTHER BANK PRODUCT CREDITORS," "BANK
PRODUCT CREDITORS,"' IMMEDIATELY AFTER THE WORDS '"INTEREST RATE CREDITORS,"'
CONTAINED THEREIN.
D.
THE U.S. PLEDGE AGREEMENT IS AMENDED AS
FOLLOWS:
1.
THE THIRD WHEREAS CLAUSE OF THE U.S.
PLEDGE AGREEMENT IS AMENDED BY DELETING THE WORDS "OF THE BORROWER" AFTER THE
WORDS "FIRST LIEN OBLIGATIONS".
2.
THE TENTH WHEREAS CLAUSE OF THE U.S.
PLEDGE AGREEMENT IS AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
WHEREAS, (i) the Borrower and/or any other Credit Parties may from time to time
be party to one or more interest rate agreements (including, without limitation,
interest rate swaps, caps, floors, collars, and similar agreements)
(collectively, the "Interest Rate Agreements") with BofA, any Lender, any
affiliate of any of the foregoing or a syndicate of financial institutions
organized by BofA or an affiliate of BofA (even if BofA or any such Lender
ceases to be a Lender under the Credit Agreement for any reason), and any
institution that participates, and in each case their subsequent assigns, in
such Interest Rate Agreement (collectively, the "Interest Rate Creditors") and
(ii) the Borrower and/or any other Credit Parties may from time to time be
provided other Bank Products by BofA, any Lender or any affiliate of any of the
foregoing (any such Person that provides any such other Bank Products,
collectively, the "Other Bank Product Creditors", and the Interest Rate
Creditors and the Other Bank Product Creditors, collectively, the "Bank Product
Creditors", and the Bank Product Creditors together with the Bank Creditors,
collectively, the "First Lien Creditors"; and any agreements with respect to any
such other Bank Products, collectively, the "Other Bank Product Agreements" and
together with the Interest Rate Agreements, the "Bank Product Agreements");
3.
SECTION 1 OF THE U.S. PLEDGE AGREEMENT
IS AMENDED BY (I) ADDING THE WORDS "OR OTHER BANK PRODUCT AGREEMENTS"
IMMEDIATELY AFTER THE WORDS "INTEREST RATE AGREEMENTS" IN THE LAST PARENTHETICAL
IN CLAUSE (I) THEREOF AND (II) RESTATING IN ITS ENTIRETY CLAUSE (II) THEREOF TO
READ AS FOLLOWS:
(ii)
the full and prompt payment when due (whether at the stated
maturity, by acceler­ation or otherwise) of all obligations, liabilities and
indebtedness (including, without limitation, all interest that accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency, reorganization or similar proceeding of any Pledgor at the rate
provided for in the respective documentation, whether or not a claim for
post-petition interest is allowed in any such proceeding) owing by such Pledgor
to (x) the Interest Rate Creditors under, or with respect to, each Interest Rate
Agreement, whether such Interest Rate Agreement is now in existence or hereafter
arising, and the due performance and compliance