The Lenders party hereto, who constitute the Required Lenders upon the Waiver Effective Date, waive, as of the Waiver Effective Date and until the earlier of (i) the Amendment No. 5 Effective Date and (ii) June 30, 2016, Holdings’, the Borrower’s and the Restricted Subsidiaries’ obligations to comply with the covenant set forth in Section 6.01(a) of the Credit Agreement solely with respect to the requirement that the report or opinion of an independent registered public accounting firm required to be delivered annually under Section 6.01(a) of the Credit Agreement not be subject to any “going concern” or like qualification or exception (the “ Going Concern Waiver ”); provided, however, that such Going Concern Waiver shall automatically expire and be of no further effect (x) immediately if the Borrower’s exchange offer (the “ Exchange Offer ”) and consent solicitation for the Senior Notes is not commenced by May 6, 2016 or (y) 10 days after the earlier of (A) any withdrawal of the Exchange Offer or (B) any termination of the related support agreement dated April 30, 2016 between Holdings, the Borrower and certain holders of the Senior Notes relating to the Exchange Offer (the “ Support Agreement ”), in each case prior to June 30, 2016 (the period during which the Going Concern Waiver remains in effect in accordance with this sentence being referred to as the “ Covered Period ”). The Lenders party hereto hereby waive, during the Covered Period, any Default arising solely from the failure to comply with the covenant and related requirement described under the immediately preceding sentence (the “ Default Waiver ” and, together with the Going Concern Waiver, the “ Waiver ”). The Loan Parties acknowledge that the failure to comply with such requirement of Section 6.01(a) of the Credit Agreement after the last day of the Covered Period (to the extent the Amendment No. 5 Effective Date has not occurred by such date) shall constitute an immediate Event of Default and the Administrative Agent and Lenders shall have all rights and remedies, as if the Waiver had never been granted. The Waiver set forth in this Section 1 shall, as of the Waiver Effective Date, extend the waiver pursuant to the March 2016 Waiver.